CITIGROUP INC — Director's Dealing 2011

Sep 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EDUCATION MANAGEMENT CORPORATION (EDMC)
CIK: 0000880059
Period of Report: 2011-09-16

Reporting Person: CITIGROUP INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-16	Common Stock, par value $0.01 per share	S	84	$17.18	Disposed	624694	Indirect

Footnotes

F1: This transaction was executed by Citigroup Global Markets Inc. ("CGMI").

F2: This transaction was effected by CGMI in connection with a short sale against the box.

F3: The reporting person may be deemed a member of a group beneficially owning 10% or more of the common stock of the issuer within the meaning of Section 13(d) of the Securities Exchange Act of 1934. Except as set forth below, the reporting person disclaims beneficial ownership of all securities other than those reported above, and this report shall not be deemed an admission that such a group exists or that the reporting person is the beneficial owner of the securities of such group for purposes of Section 16 or for any other purpose.

F4: The securities reported herein are directly beneficially owned by Citigroup Private Equity LP ("CPE"), an indirect wholly-owned subsidiary of the reporting person. Citigroup Alternative Investments LLC ("CAI") is the sole stockholder of CPE. Citigroup Inc. ("Citigroup") is the sole stockholder of CAI. CAI and Citigroup are indirect beneficial owners of the securities reported herein.