Edgar Filing: CAMBIUM LEARNING GROUP, INC.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Fonte Paul

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)
Chief Technology Officer

(Last)

(First)

(Middle)

17855 N. DALLAS PARKWAY, SUITE 400

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2013

(Street)

DALLAS, TX 75287

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to buy)

$ 4.5

07/30/2013

22,500

⁽¹⁾

01/27/2020

Common Stock, par value $0.001 par value per share

22,500

⁽²⁾

17,500

Stock Options (right to buy)

$ 6.5

07/30/2013

7,500

⁽¹⁾

01/27/2020

Common Stock, par value $0.001 par value per share

7,500

⁽²⁾

10,000

Stock Options (right to buy)

$ 4.5

07/30/2013

7,500

⁽³⁾

02/01/2021

Common Stock, par value $0.001 par value per share

7,500

⁽²⁾

2,500

Stock Options (right to buy)

$ 6.5

07/30/2013

2,500

⁽³⁾

02/01/2021

Common Stock, par value $0.001 par value per share

2,500

⁽²⁾

Stock Options (right to buy)

$ 1.3

07/30/2013

75,000

⁽²⁾

01/27/2020

Common Stock, par value $0.001 par value per share

75,000

⁽²⁾

75,000

Stock Options (right to buy)

$ 1.3

07/30/2013

25,000

⁽²⁾

02/01/2021

Common Stock, par value $0.001 par value per share

25,000

⁽²⁾

100,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fonte Paul 17855 N. DALLAS PARKWAY, SUITE 400 DALLAS, TX 75287			Chief Technology Officer

Signatures

/s/ Paul Fonte, By: Todd W. Buchardt, Esq., Attorney-in-Fact		07/31/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On January 27, 2010, Paul Fonte (the "Reporting Person") was granted options to purchase a total of 30,000 shares of common stock, par value $0.001 ("Common Stock"), of Cambium Learning Group, Inc. (the "Company"), in consideration of his services as an employee of the Company. These options were granted to the Reporting Person pursuant and subject to the Company's 2009 Equity Incentive Plan. All of these options vest in equal increments of twenty-five percent (25%) per year beginning on December 8, 2010.
(2)	On July 30, 2013, Cambium Learning Group, Inc. (the "Company") cancelled, pursuant to the Company's option exchange offer, options granted to the reporting person. In exchange the reporting person received replacement options based on a conversion ratio determined by the Compensation Committee of the Company's Board of Directors. Each of the replacement options has an exercise price of $1.30 and vests in equal monthly installments on the last day of each month of the four year period commencing on January 1, 2013. The replacement options continue to expire on the scheduled expiration date applicable to the cancelled options.
(3)	On February 1, 2011 (the "Grant Date"), the Reporting Person was granted options to purchase a total of 10,000 shares of Common Stock, in consideration of his services as an employee of the Company. These options were granted to the Reporting Person pursuant and subject to the Company's 2009 Equity Incentive Plan. All of these options vest in equal increments of twenty-five percent (25%) per year beginning on the one-year anniversary of the Grant Date.

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