Sec Form 4 Filing - WARNOCK DAVID L @ National American University Holdings, Inc. - 2013-10-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WARNOCK DAVID L 2. Issuer Name and Ticker or Trading Symbol National American University Holdings, Inc. [ NAUH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 500 EAST PRATT STREET, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2013 (Street) BALTIMORE, MD21202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/20/2013 A 2,559 A $ 0 2,202,008 I See Footnote ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WARNOCK DAVID L 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 X See Remarks HUGHES DONALD W 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 See Remarks Camden Learning, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 See Remarks Camden Partners Strategic Manager, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 See Remarks Camden Partners Strategic III, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 See Remarks CAMDEN PARTNERS STRATEGIC FUND III LP 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 See Remarks CAMDEN PARTNERS STRATEGIC FUND III-A LP 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 See Remarks Kim Shane H. 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 See Remarks SHERMAN JOSEPH T 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 See Remarks TAGLER JASON 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD21202 See Remarks Signatures /s/ J. Todd ShermanAttorney-in-Fact for David L. Warnock 10/22/2013 Signature of Reporting Person Date Donald W. Hughes 10/22/2013 Signature of Reporting Person Date By J. Todd Sherman, Managing Member 10/22/2013 Signature of Reporting Person Date By Camden Partners Strategic Manager, LLC, By J. Todd Sherman, Managing Member 10/22/2013 Signature of Reporting Person Date By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By J. Todd Sherman, Managing Member 10/22/2013 Signature of Reporting Person Date By Camden Partners Strategic Fund III, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By J. Todd Sherman, Managing Member 10/22/2013 Signature of Reporting Person Date By Camden Partners Strategic Fund III-A, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By J. Todd Sherman, Managing Member 10/22/2013 Signature of Reporting Person Date J. Todd Sherman, Attorney-in-Fact for Shane Kim 10/22/2013 Signature of Reporting Person Date J. Todd Sherman 10/22/2013 Signature of Reporting Person Date J. Todd Sherman, Attorney-in-Fact for Jason Tagler 10/22/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned directly by CLLLC. CPSM, CPS III, Fund III, Fund III-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by CLLLC as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III, Fund III-A and each of the Managing Members disclaim beneficial ownership of the securities held directly by CLLLC, except to the extent of its or his pecuniary interest therein.

Remarks: This Form 4 is being filed jointly by Camden Learning, LLC ("CLLLC"), Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Strategic Fund III, LP ("Fund III"), Camden Strategic Fund III-A, LP ("Fund III-A"), and Messrs. David L. Warnock, Donald W. Hughes, Christopher Kersey, Jason Tagler, Shane Kim and J. Todd Sherman (collectively,the "Managing Members" and together with CLLLC, CPSM, CPS III, Fund III, and Fund III-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the managing member of CPS III. CPS III is the general partner of Fund III and Fund III-A. Fund III and Fund IIIA are members of CLLLC. Mr. Warnock is a director of the Issuer.

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 4(b)(v).

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