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* WARNOCK DAVID L (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PRINCETON REVIEW INC [ REVU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/21/2010
	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
Series E Non-Convertible Preferred Stock	04/21/2010		C		10,000	D	(1)	0	I	See Footnote(2)

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
Series D Convertible Preferred Stock	(3)	04/21/2010		C		10,298.0822		04/21/2010	(4)	Common Stock	2,168,017.3052(5)	(1)	10,298.0822	I	See Footnote(6)

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 X Director 10% Owner Officer (give title below) Other (specify below)

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

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND IV-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 X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Camden Partners Strategic IV, LLC (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Camden Partners Strategic Manager, LLC (Last) (First) (Middle) 500 EAST PRATT STREET SUITE 1200 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JOHNSTON 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 X Director 10% Owner Officer (give title below) Other (specify below)

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 X Director 10% Owner Officer (give title below) Other (specify below)

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 X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. No price paid upon conversion.

2. Fund IV and Fund IV-A directly owned 9,533 and 467 shares (exclusive of accrued dividends) of Series E Non-Convertible Preferred Stock, respectively. CPSM, CPS IV and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund IV and Fund IV-A as a result of their relationships described in the General Remarks. CPSM, CPS IV and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund IV and Fund IV-A, except to the extent of its or his pecuniary interest therein. Each of Fund IV and Fund IV-A disclaims beneficial ownership of the securities held by the other.

3. Each share of Series D Convertible Preferred Stock is convertible into a number of shares of Common Stock determined by dividing (i) the sum of (a) $1000.00 plus (b) accrued and unpaid dividends thereon by (ii) a conversion price of $4.75. The conversion price is subject to certain customary adjustments.

4. No expiration date.

5. Subject to increase as dividends accrue on the Series D Convertible Preferred Stock.

6. Fund IV and Fund IV-A directly own 9817.1618 and 480.9204 shares of Series D Convertible Preferred Stock, respectively. CPSM, CPS IV and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund IV and Fund IV-A as a result of their relationships described in the General Remarks. CPSM, CPS IV and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund IV and Fund IV-A, except to the extent of its or his pecuniary interest therein. Each of Fund IV and Fund IV-A disclaims beneficial ownership of the securities held by the other.

Remarks:

Mr. Warnock is a director of the issuer. This Form 3 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic IV, LLC ("CPS IV"), Camden Partners Strategic Fund IV, L.P. ("Fund IV") and Camden Partners Strategic Fund IV-A, L.P. ("Fund IV-A"), and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Richard M. Berkeley (collectively, the "Managing Members" and together with CPSM, CPS IV, Fund IV and Fund IV-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the Managing Member of CPS IV. CPS IV is the general partner of Fund IV and Fund IV-A.

	/s/ Donald W. Hughes, Attorney-in-Fact	04/23/2010
	/s/ Donald W. Hughes, Attorney-in-Fact	04/23/2010
	/s/ Donald W. Hughes, Attorney-in-Fact	04/23/2010
	/s/ Donald W. Hughes, Attorney-in-Fact	04/23/2010
	/s/ Donald W. Hughes, Attorney-in-Fact	04/23/2010
	/s/ Donald W. Hughes, Attorney-in-Fact	04/23/2010
	/s/ Donald W. Hughes, Attorney-in-Fact	04/23/2010
	/s/ Donald W. Hughes, Attorney-in-Fact	04/23/2010
	** Signature of Reporting Person	Date
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