Edgar Filing: EDUCATION MANAGEMENT CORPORATION

Ownership Submission

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, 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 ^*

Â GOLDMAN SACHS GROUP INC

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2009

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

(Last)

(First)

(Middle)

85 BROAD ST

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

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

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

(Street)

NEW YORK,Â NYÂ 10004

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 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	54,268,701	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOLDMAN SACHS GROUP INC 85 BROAD ST NEW YORK,Â NYÂ 10004	Â	Â X	Â	Â
GOLDMAN SACHS & CO 85 BROAD STREET NEW YORK,Â NYÂ 10004	Â	Â X	Â	Â
GS CAPITAL PARTNERS V FUND LP 85 BROAD STREET NEW YORK,Â NYÂ 10004	Â	Â X	Â	Â
GS CAPITAL PARTNERS V OFFSHORE FUND LP 85 BROAD STREET NEW YORK,Â NYÂ 10004	Â	Â X	Â	Â
GS CAPITAL PARTNERS V GmbH & CO KG 85 BROAD STREET NEW YORK,Â NYÂ 10004	Â	Â X	Â	Â
GS Capital Partners V Institutional L P 85 BROAD ST NEW YORK,Â NYÂ 10004	Â	Â X	Â	Â
GSCP V EDMC HOLDINGS, L.P. 85 BROAD STREET NEW YORK,Â NYÂ 10004	Â	Â X	Â	Â
GOLDMAN SACHS EDMC INVESTORS L P 32 OLD SLIP NEW YORK,Â NYÂ 10005	Â	Â X	Â	Â
GS Private Equity Partners 2000, L.P. 85 BROAD STREET NEW YORK,Â NYÂ 10004	Â	Â X	Â	Â
GS Private Equity Partners 2000 Offshore Holdings, L.P. 85 BROAD STREET NEW YORK,Â NYÂ 10004	Â	Â X	Â	Â

Signatures

Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date
Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date
Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date
Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date
Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date
Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date
Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date
Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date
Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date
Yvette Kosic, Attorney-in-fact		10/01/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	For text of Footnote 1, see Exhibit 99.a.
(2)	For text of Footnote 2, see Exhibit 99.a.
(3)	For text of Footnote 3, see Exhibit 99.a.
(4)	For text of Footnote 4, see Exhibit 99.a.
(5)	For text of Footnote 5, see Exhibit 99.a.
(6)	For text of Footnote 6, see Exhibit 99.a.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.