-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PvxlP9wh4fAqPZzY6SJFK522oHoumkHG5baxWowxMHEq7HZI3aM/4RDhP9g9jf0O 2AirJYKNkSdN2zjc8Ikdkw== 0001209191-09-046585.txt : 20091001 0001209191-09-046585.hdr.sgml : 20091001 20091001215744 ACCESSION NUMBER: 0001209191-09-046585 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091001 FILED AS OF DATE: 20091001 DATE AS OF CHANGE: 20091001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELSON TODD S CENTRAL INDEX KEY: 0001237505 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091100219 MAIL ADDRESS: STREET 1: 4615 E ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85040 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 3 1 c90718_3x1.xml MAIN DOCUMENT DESCRIPTION X0203 3 2009-10-01 0 0000880059 EDUCATION MANAGEMENT CORPORATION EDMC 0001237505 NELSON TODD S C/O EDUCATION MANAGEMENT CORPORATION 210 SIXTH AVENUE, 33RD FLOOR PITTSBURGH PA 15222 1 1 0 0 CEO Common Stock, par value $0.01 per share 813400 D Employee Stock Options (right to buy) 12.29 2017-03-08 Common Stock 1262035 D Employee Stock Options (right to buy) 12.29 2017-03-08 Common Stock 1262040 D Employee Stock Options (right to buy) 12.29 2017-03-29 Common Stock 111843 D Options vest over a five-year period, 20% of which vested on March 9, 2008, one year from the date of grant, and 20% of which vests on each of the next four anniversaries of the date of grant. Options vest based on investment returns to certain of the Company's shareholders. The conditions to the exercise of the options have not been satisfied. Options vest over a five-year period, 20% of which vested on March 30, 2008, one year from the date of grant, and 20% of which vests on each of the next four anniversaries of the date of grant. Exhibit List: 24.1 Power of Attorney /s/ J. Devitt Kramer, Attorney-in-Fact 2009-10-01 EX-24 2 c90718_24.htm POWER OF ATTORNEY Power of Attorney

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of J. Devitt Kramer and Susan E. Minahan, signing singly, the undersigned’s true and lawful attorney-in-fact to:

  (1)   executive for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Education Management Corporation (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

  (2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

  (3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute of substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of October, 2009.

By:      /s/ Todd S. Nelson             
Todd S. Nelson, Individually

 

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