SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BEEKHUIZEN MICK J

(Last)

(First)

(Middle)

C/O GOLDMAN, SACHS & CO.

85 BROAD STREET

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2009

3. Issuer Name and Ticker or Trading Symbol
EDUCATION MANAGEMENT CORPORATION [ EDMC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	48,010,798	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The Reporting Person is a vice president of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group").

2. GS Group may be deemed to beneficially own 5,277 shares of common stock, par value $0.01 per share ("Common Stock") of Education Management Corporation (the "Company") pursuant to the Company's 2009 Omnibus Long - Term Incentive Plan, consisting of (i) 2,222 shares of Common Stock and (ii) 3,055 restricted shares (the "Restricted Shares"), in each case granted to Adrian M. Jones, a managing director of Goldman Sachs, in his capacity as a director of the Company. Mr. Jones has an understanding with GS Group pursuant to which such shares are held for the benefit of the GS Group. The Restricted Shares vest one year following the grant date of October 2, 2009 and settle upon termination of board service.

3. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 48,005,521 shares of Common Stock by reason of the beneficial ownership of Common Stock by certain investment limited partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member (the "Limited Partnerships"). Goldman Sachs is the investment manager of certain of the Limited Partnerships.

4. Each of the Reporting Person, Mr. Jones, GS Group and Goldman Sachs disclaims beneficial ownership of all shares of Common Stock in excess of his or its pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person, individual or entity, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Yvette Kosic, Attorney-in-fact	10/09/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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