This Schedule 13D Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed by VSS-Cambium Holdings III, LLC, a Delaware limited liability company (the “Reporting Person”), with the Securities and Exchange Commission on December 18, 2009, as amended by Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) filed by the Reporting Person with the SEC on September 9, 2011 and Amendment No. 2 to the Schedule 13D (“Amendment No. 2”) filed by the Reporting Person with the SEC on October 28, 2011 (such Schedule 13D, as amended by Amendment No. 1 and Amendment No.2, the “Schedule 13D”). The Schedule 13D, as amended by this Amendment, relates to the common stock, par value $0.001 per share (the “Common Stock”), of Cambium Learning Group, Inc., a Delaware corporation (the “Company”). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Any capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. The Reporting Person is filing this Amendment No. 3 to report an increase in its beneficial ownership of the Common Stock, resulting solely from a decrease in the number of outstanding shares of Common Stock, based upon information set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 (File No. 001-34575), as filed with the Securities and Exchange Commission on November 7, 2013. This Amendment No. 3 also updates the executive officers and controlling persons for the Reporting Person and reflects additional vesting of shares of Common Stock underlying a warrant held by the Reporting Person due to passage of time since the filing of Amendment No. 2.
Item 2. Identity and Background.
The name of the person filing this statement is VSS-Cambium Holdings III, LLC, a Delaware limited liability company. The address of the principal office of the Reporting Person is c/o Veronis Suhler Stevenson, 55 East 52nd Street, 33rd Floor, New York, New York 10055. The Reporting Person is a holding company principally engaged in the business of holding and investing in the Company’s equity securities.
Set forth in Schedule A annexed hereto, which is incorporated herein by reference, is the information required by Item 2 of Schedule 13D for each executive officer and controlling person of the Reporting Person as of the date hereof.
During the past five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any person named in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any person named in Schedule A hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof.
Based upon information set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 (File No. 001-34575), as filed with the Securities and Exchange Commission on November 7, 2013, there were 45,042,401 shares of the Common Stock issued and outstanding as of November 6, 2013. As of the filing date of this Amendment No. 3 to Schedule 13D (the “Filing Date”), the Reporting Person may be deemed to beneficially own an aggregate of 32,339,477 shares of Common Stock. These 32,339,477 shares of Common Stock include 755,077 shares of Common Stock issuable upon exercise of a warrant (the “Warrant”) held by the Reporting Person. Thus, as of the Filing Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to beneficially own an aggregate of 32,339,477 shares of Common Stock, or 70.6% of the shares of Common Stock deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 45,797,478 shares of Common Stock issued and outstanding as of November 6, 2013 (which number consists of 45,042,401 shares of Common Stock issued and outstanding as of November 6, 2013, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, plus 755,077 shares of Common Stock issuable upon exercise of the Warrant). The Warrant may become exercisable for additional shares of Common Stock, in accordance with its terms. See Item 6 of this Schedule 13D for additional information regarding the Warrant.
The Reporting Person has the sole power to vote and dispose of all of the shares of Common Stock beneficially owned by it described herein. No other shares of Common Stock are owned, beneficially or otherwise, by the persons listed on Schedule A annexed hereto.
During the past sixty (60) days on or prior to November 6, 2013 and from November 6, 2013 to the Filing Date, neither the Reporting Person nor, to the knowledge of the Reporting Person, any person named on Schedule A annexed hereto, has effected any transactions in shares of Common Stock, or securities convertible into, exercisable for or exchangeable for, shares of Common Stock.