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Filing Details

Accession Number:: 0001209191-12-032874
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-06-07 18:57:47
Reporting Period:: 2012-06-05

Filing Date:: 2012-06-07
Accepted Time:: 2012-06-07 18:57:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1466815	Cambium Learning Group Inc.	ABCD	Miscellaneous Publishing (2741)	270587428

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1450256	Neil Weiner	C/O Cambium Learning Group, Inc. 17855 N. Dallas Parkway, Suite 400 Dallas TX 75287		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value Per Share	Acquisiton	2012-06-05	69,939	$1.25	2,550,738	No	4	P	Indirect	By Foxhill Opportunity Fund, L.P. and other partnerships and investment accounts
Common Stock, $0.001 Par Value Per Share	Acquisiton	2012-06-06	7,060	$1.25	2,557,798	No	4	P	Indirect	By Foxhill Opportunity Fund, L.P. and other partnerships and investment accounts

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Foxhill Opportunity Fund, L.P. and other partnerships and investment accounts
No	4	P	Indirect	By Foxhill Opportunity Fund, L.P. and other partnerships and investment accounts

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value Per Share	24,030	Direct

Footnotes

The purchases of shares of common stock, par value $0.001 per share ("Common Stock"), of Cambium Learning Group, Inc. (the "Company") reported in Table I were made by Kellner Catalyst Master Fund, Ltd. ("Kellner Fund"). Neil Weiner (the "Reporting Person"), as Chief Investment Officer of Kellner Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Kellner Fund for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person's interest in the shares of Common Stock held by Kellner Fund is limited to the extent of his respective pecuniary interest, if any, in Kellner Fund.
Reports previously filed by the Reporting Person under Section 16 of the Exchange Act with respect to the Common Stock disclosed that as the managing member of Foxhill Capital, which is the investment manager of Foxhill Offshore Fund and Foxhill Master Fund and a sub-advisor to KDC Fund, and the managing member of Foxhill Capital (GP), LLC, which is the general partner of one of Foxhill Master Fund's general partners, the Reporting Person may be deemed to beneficially own an aggregate of 2,921,172 shares of Common Stock. Foxhill Capital no longer serves as the investment manager to Foxhill Offshore Fund, and, accordingly, commencing with this report, the 440,373 shares of Common Stock beneficially owned by Foxhill Offshore Fund have been excluded from the total number of non-derivative securities indirectly beneficially owned by the Reporting Person reported in Table I.
Thus, as the managing member of Foxhill Capital (which is the investment manager of Foxhill Master Fund and Foxhill Domestic Fund and a sub-adviser to KDC Fund), the managing member of Foxhill Capital (GP), LLC (which is the general partner of Foxhill Domestic Fund), and the Chief Investment Officer of Kellner Fund, the Reporting Person may be deemed to beneficially own the aggregate of 2,557,798 shares of Common Stock beneficially owned by the Foxhill Funds, KDC Fund and Kellner Fund for purposes of Rule 13d-3 under the Exchange Act. The Reporting Person's interest in the shares of Common Stock reported herein is limited to the extent of his respective pecuniary interest, if any, in the Foxhill Funds, KDC Fund and Kellner Fund.