sc13g07558003_12082009.htm

Item 1(a).

Name of Issuer:

Cambium Learning Group, Inc., a Delaware corporation (the “Issuer”).

Item 1(b).

Address of Issuer's Principal Executive Offices:

1800 Valley View Lane

Suite 400

Dallas, Texas 75234

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

Foxhill Opportunity Master Fund, L.P. (“Foxhill Master Fund”)

c/o Goldman Sachs (Cayman) Trust Ltd.

Harbour Center, 2nd Floor

N. Church St, PO Box 896

Georgetown, Grand Cayman

Cayman Islands, BWI

Citizenship: Cayman Islands

Foxhill Opportunity Fund, L.P. (“Foxhill Opportunity”)

502 Carnegie Center

Suite 104

Princeton, New Jersey 08540

Citizenship: Delaware

Foxhill Opportunity Offshore Fund, Ltd. (“Foxhill Offshore”)

c/o Goldman Sachs (Cayman) Trust Ltd.

Harbour Center, 2nd Floor

N. Church St, PO Box 896

Georgetown, Grand Cayman

Cayman Islands, BWI

Citizenship: Cayman Islands

Foxhill Capital (GP), LLC (“Foxhill GP”)

502 Carnegie Center

Suite 104

Princeton, New Jersey 08540

Citizenship: Delaware

Foxhill Capital Partners, LLC (“Foxhill Capital”)

502 Carnegie Center

Suite 104

Princeton, New Jersey 08540

Citizenship: Delaware

Neil Weiner

c/o Foxhill Capital Partners

502 Carnegie Center

Suite 104

Princeton, New Jersey 08540

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

CUSIP NO. 13201A107

Item 2(d).

Title of Class of Securities:

Common Stock, $0.001 par value (the “Common Stock”)

Item 2(e).

CUSIP Number:

13201A107

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

(a)

/ /

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

/ /

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

/ /

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

/ /

Investment company registered under Section 8 of the Investment Company Act.

(e)

/ /

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)

/ /

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

/ /

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)

/ /

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

/ /

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)

/ /

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

Amount beneficially owned:

As of the close of business on December 18, 2009, Foxhill Master Fund beneficially owned 2,888,838 shares of Common Stock.

Foxhill Opportunity, as the general partner of Foxhill Master Fund, may be deemed to beneficially own the 2,888,838 shares of Common Stock beneficially owned by Foxhill Master Fund.

CUSIP NO. 13201A107

Foxhill Offshore, as the general partner of Foxhill Master Fund, may be deemed to beneficially own the 2,888,838 shares of Common Stock beneficially owned by Foxhill Master Fund.

Foxhill GP, as the general partner of Foxhill Opportunity, may be deemed to beneficially own the 2,888,838 shares of Common Stock beneficially owned by Foxhill Master Fund.

Foxhill Capital, as the managing member of Foxhill GP and Foxhill Capital, may be deemed to beneficially own the 2,888,838 shares of Common Stock beneficially owned by Foxhill Master Fund.

Neil Weiner, as the general partner of Foxhill Opportunity, may be deemed to beneficially own the 2,888,838 shares of Common Stock beneficially owned by Foxhill Master Fund.

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the shares of Common Stock reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the shares of Common Stock reported herein that are not directly owned by such Reporting Person.

(b)

Percent of class:

Based on 43,857,676 shares of Common Stock outstanding, which is based on information obtained from the Issuer. As of the close of business on December 18, 2009, each of the Reporting Persons beneficially owned approximately 6.6% of the outstanding shares of Common Stock.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)

Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

CUSIP NO. 13201A107

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NO. 13201A107

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 21, 2009	FOXHILL OPPORTUNITY MASTER FUND, L.P.

	By: Foxhill Opportunity Offshore Fund Ltd., its general partner
	By: Foxhill Capital Partners, LLC, its investment manager

	By:	/s/ Neil Weiner
	Name:	Neil Weiner
	Title:	Managing Member

	FOXHILL OPPORTUNITY FUND, L.P.

	By: Foxhill Capital (GP), LLC, its general partner

	By:		/s/ Neil Weiner
	Name:		Neil Weiner
	Title:		Managing Member

	FOXHILL OPPORTUNITY OFFSHORE FUND, LTD.

	By:		/s/ Neil Weiner
	Name:		Neil Weiner
	Title:		Director

	FOXHILL CAPITAL (GP), LLC

	By:		/s/ Neil Weiner
	Name:		Neil Weiner
	Title:		Managing Member

CUSIP NO. 13201A107


	FOXHILL CAPITAL PARTNERS, LLC

	By:	/s/ Neil Weiner
	Name:	Neil Weiner
	Title:	Managing Member

	/s/ Neil Weiner
	Neil Weiner

1	NAME OF REPORTING PERSON Foxhill Opportunity Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,888,838
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,888,838
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,888,838
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
12	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON Foxhill Opportunity Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,888,838
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,888,838
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,888,838
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
12	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON Foxhill Opportunity Offshore Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,888,838
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,888,838
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,888,838
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
12	TYPE OF REPORTING PERSON OO

1	NAME OF REPORTING PERSON Foxhill Capital (GP), LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,888,838
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,888,838
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,888,838
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
12	TYPE OF REPORTING PERSON OO

1	NAME OF REPORTING PERSON Foxhill Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,888,838
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,888,838
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,888,838
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
12	TYPE OF REPORTING PERSON IA, OO

1	NAME OF REPORTING PERSON Neil Weiner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,888,838
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,888,838
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,888,838
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
12	TYPE OF REPORTING PERSON IN