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 * GOLDMAN SACHS GROUP INC   2. Issuer Name and Ticker or Trading Symbol EDUCATION MANAGEMENT CORPORATION [EDMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 WEST STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/28/2011 (Street) NEW YORK, NY 10282 4. If Amendment, Date Original Filed(Month/Day/Year) 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 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 Common Stock 10/28/2011   A   9,538 A $ 0 54,302,047 I See footnotes (1) (2) (3) (4) (5)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282		X
GOLDMAN SACHS & CO 200 WEST STREET NEW YORK, NY 10282		X

Signatures

/s/ Yvette Kosic, Attorney-in-fact		11/01/2011
**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-fact		11/01/2011
**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)	This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group.
(2)	The 9,538 shares of common stock, par value $0.01 per share ("Common Stock"), of Education Management Corporation (the "Company") were granted to Adrian M. Jones and Mick J. Beekhuizen, each a managing director of Goldman Sachs, in their capacity as directors of the Company, pursuant to the Omnibus Long -Term Incentive Plan (the "Plan"). The 9,538 shares consist of (i) 2,008 shares of Common Stock and (ii) 2,761 restricted shares (the "Restricted Shares") granted to each of Mr. Jones and Mr. Beekhuizen. The Restricted Shares shall vest one year following the grant date of October 28, 2011. The Restricted Shares will be settled upon termination of board service.
(3)	GS Group may be deemed to beneficially own 33,348 shares of Common Stock pursuant to the Plan, consisting of (i) 17,168 shares granted to Mr. Jones and (ii) 16,180 shares granted to Mr. Beekhuizen, each in his capacity as a director of the Company. Each of Mr. Jones and Mr. Beekhuizen has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
(4)	Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 54,268,699 shares of Common Stock through certain investment limited partnerships, of which affiliates of GS Group and Goldman Sachs are the general partner, managing limited partner, managing partner, managing member or member (the "GS Funds"). Goldman Sachs is the investment manager for certain of the GS Funds.
(5)	Each of the Reporting Persons, Mr. Beekhuizen and Mr. Jones disclaims beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such entity or individual, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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