SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND II B LP (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NOBEL LEARNING COMMUNITIES INC [ NLCI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) SEE FN 2 AND GENERAL REMARKS
	3. Date of Earliest Transaction (Month/Day/Year) 08/09/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	08/09/2011		D(1)		1,768,213	D	$11.75	0	I(2)	SEE FOOTNOTE 2 AND GENERAL REMARKS

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND II B LP (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) SEE FN 2 AND GENERAL REMARKS

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND II A LP (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) SEE FN 2 AND GENERAL REMARKS

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC II LLC (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) SEE FN 2 AND GENERAL REMARKS

1. Name and Address of Reporting Person* WARNOCK DAVID L (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) SEE FN 2 AND GENERAL REMARKS

1. Name and Address of Reporting Person* HUGHES DONALD W (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) SEE FN 2 AND GENERAL REMARKS

1. Name and Address of Reporting Person* BERKELEY RICHARD M (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) SEE FN 2 AND GENERAL REMARKS

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger dated May 17, 2011, by and among the issuer, Academic Acquisition Corp. and Academic Merger Sub, Inc. in exchange for cash consideration of $11.75 per share of Common Stock.

2. CPS Fund II-A and CPS Fund II-B are direct beneficial owners of the reported securities. By virtue of the relationship described in General Remarks of this Form 4, CPS II and each of the Managing Members may be deemed to be indirect beneficial owners of the reported securities. CPS II and each of the Managing Members disclaims beneficial ownership of any of the issuer's securities held by CPS Fund II-A and CPS Fund II-B, except to the extent of his or its indirect pecuniary interest therein.

Remarks:

This Form 4 is being filed jointly by Camden Partners Strategic II, LLC ("CPS II"), Camden Partners Strategic Fund II-A, L.P. ("CPS Fund II-A") and Camden Partners Strategic Fund II-B, L.P. ("CPS Fund II-B"), and Messrs. David L. Warnock, Donald W. Hughes and Richard M. Berkeley (collectively, the "Managing Members"). CPS II is the sole general partner of each of CPS Fund II-A and CPS Fund II-B. Messrs. Warnock, Hughes and Berkeley are managing members of CPS II.

	CAMDEN PARTNERS STRATEGIC FUND II-A, L.P., By: Camden Partners Strategic II, LLC, its general partner, /s/ Donald W. Hughes, Name: Donald W. Hughes, Title: Managing Member	08/12/2011
	CAMDEN PARTNERS STRATEGIC FUND II-B, L.P., By: Camden Partners Strategic II, LLC, its general partner, /s/ Donald W. Hughes, Name: Donald W. Hughes, Title: Managing Member	08/12/2011
	CAMDEN PARTNERS STRATEGIC II, LLC, /s/ Donald W. Hughes, Name: Donald W. Hughes, Title: Managing Member	08/12/2011
	DAVID L. WARNOCK, /s/ Donald W. Hughes, as Attorney-in-Fact, Name: David L. Warnock	08/12/2011
	DONALD W. HUGHES, /s/ Donald W. Hughes, Name: Donald W. Hughes	08/12/2011
	RICHARD M. BERKELEY, /s/ Donald W. Hughes, as Attorney-in-Fact, Name: Richard M. Berkeley	08/12/2011
	** Signature of Reporting Person	Date
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