CITIGROUP INC — Director's Dealing 2014

Jul 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EDUCATION MANAGEMENT CORPORATION (EDMC)
CIK: 0000880059
Period of Report: 2014-07-25

Reporting Person: CITIGROUP INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-25	Common Stock, par value $0.01 per share	S	724	$1.46	Disposed	633363	Indirect
2014-07-28	Common Stock, par value $0.01 per share	P	724	$1.53	Acquired	634087	Indirect

Footnotes

F1: 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.

F2: The securities reported herein are directly beneficially owned by Citigroup Capital Partners II Employee Master Fund, L.P. ("Citigroup Employee Master Fund") and Citibank, N.A. ("Citibank"), indirect wholly-owned subsidiaries of the reporting person. Citigroup Private Equity LP ("CPE") is the general partner of Citigroup Employee Master Fund. Citigroup Alternative Investments LLC ("CAI") is the sole member of CPE. Citigroup Investments Inc. ("CII") is the sole member of CAI. Citicorp is the sole stockholder of Citibank. Citigroup Inc. ("Citigroup") is the sole stockholder of CII and Citicorp. CPE, CAI, CII, Citicorp and Citigroup are indirect beneficial owners of the securities reported herein.