Sec Form 4 Filing - McWhorter Jeffery Scott @ CAMBIUM LEARNING GROUP, INC. - 2018-12-18

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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 *
McWhorter Jeffery Scott
2. Issuer Name and Ticker or Trading Symbol
CAMBIUM LEARNING GROUP, INC. [ ABCD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(Last)
(First)
(Middle)
17855 DALLAS PARKWAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
12/18/2018
(Street)
DALLAS, TX75287
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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
Stock Options (right to buy) $ 2.14 12/18/2018 D 2,083 ( 1 ) 03/13/2024 Common Stock, par value $0.001 per share 2,083 $ 12.36 0 D
Stock Options (right to buy) $ 2.96 12/18/2018 D 6,700 ( 1 ) 05/04/2025 Common Stock, par value $0.001 per share 6,700 $ 11.54 0 D
Stock Options (right to buy) $ 4.5 12/18/2018 D 20,000 ( 1 ) 03/08/2026 Common Stock, par value $0.001 per share 20,000 $ 10 0 D
Stock Options (right to buy) $ 4.77 12/18/2018 D 4,000 ( 1 ) 09/29/2025 Common Stock, par value $0.001 per share 4,000 $ 9.73 0 D
Stock Options (right to buy) $ 5 12/18/2018 D 10,000 ( 1 ) 03/20/2027 Common Stock, par value $0.001 per share 10,000 $ 9.5 0 D
Stock Options (right to buy) $ 5.42 12/18/2018 D 10,000 ( 1 ) 10/02/2026 Common Stock, par value $0.001 per share 10,000 $ 9.08 0 D
Stock Options (right to buy) $ 9.16 12/18/2018 D 10,000 ( 1 ) 03/11/2028 Common Stock, par value $0.001 per share 10,000 $ 5.34 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McWhorter Jeffery Scott
17855 DALLAS PARKWAY, SUITE 400
DALLAS, TX75287
General Counsel
Signatures
/s/ J. Scott McWhorter, Esq. 12/18/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger, by and among Cambium Holding Corp. (formerly Campus Holding Corp.), Campus Merger Sub, Inc. and Cambium Learning Group, Inc. (the "Issuer"), dated October 12, 2018 (the "Merger Agreement"), whereby such options were cancelled at the effective time of the merger and converted into the right to receive a total amount in cash, equal to the product of (x) excess of $14.50 over the exercise price per share of each stock option and (y) the number of shares underlying such stock option.

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).
** 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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