NAUH National American University Holdings Inc (QB)

SCHEDULE 13D

*                  See Items 4 and 6 below.  All of the 2,199,449 shares of the Common Stock, par value $0.0001 per share (“ Common Stock ”), of National American University Holdings, Inc., a Delaware corporation, were transferred (the “ Fund Transfers ”) on January 17, 2018 (the “ Effective Date ”) by Camden Partners Strategic Fund III, L.P. (“ Fund III ”) and Camden Partners Strategic Fund III-A, L.P. (“ Fund III-A ”) to Camden Partners III SPV, L.P., a Delaware limited partnership (the “ Purchaser ”), in exchange for limited partnership interests in Purchaser with an aggregate value of $2,439,629, or approximately $1.11 per share of Common Stock.  As a result of the Fund Transfers, on the Effective Date, each of Fund III, Fund III-A, Camden Partners Strategic III, LLC, Camden Partners Strategic Manager, LLC (“ Strategic Manager ”) and Donald W. Hughes ceased to beneficially own any shares of Common Stock.

J. Todd Sherman, the Managing Member of Strategic Manager, and David L. Warnock (“ Warnock ”) are the two managers of Camden Partners III SPV, LLC, the general partner of the Purchaser.  As a result, Warnock may be deemed to be a beneficial owner of the 2,199,449 shares of the Common Stock held directly by the Purchaser.

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6

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SCHEDULE 13D

This Amendment No. 6 (this “ Amendment No. 6 ”) amends and supplements the statement on Schedule 13D (the “ Original 13D ”) filed by the Reporting Persons with the Securities and Exchange Commission (the “ SEC ”) on February 14, 2008, as amended and supplemented by Amendment No. 1 filed with the SEC on October 7, 2009 (“ Amendment No. 1 ”), Amendment No. 2 filed with the SEC on November 5, 2009 (“ Amendment No. 2 ”), Amendment No. 3 filed with the SEC on November 24, 2009 (“ Amendment No. 3 ”), Amendment No. 4 filed with the SEC on December 2, 2009 (“ Amendment No. 4 ”) and Amendment No. 5 filed with the SEC on March 6, 2014 (collectively with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the “ Statement ”).  All capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to such terms in the Statement.

Item 4.           Purpose of Transaction.

The Statement is hereby amended and supplemented by adding the following to the end of Item 4 thereof:

On January 17, 2018 (the “ Effective Date ”), (i) Camden Partners Strategic Fund III, L.P. (“ Fund III ”) transferred 2,111,691 shares of the Common Stock, par value $0.0001 per share (“ Common Stock ”), of National American University Holdings, Inc., a Delaware corporation (the “ Issuer ”), to Camden Partners III SPV, L.P., a Delaware limited partnership (the “ Purchaser ”), in exchange for limited partnership interests in the Purchaser with an aggregate value of $2,342,288, or approximately $1.11 per share of Common Stock (the “ Fund III Transfer ”); and (ii) Camden Partners Strategic Fund III-A, L.P. (“ Fund III-A ”) transferred 87,758 shares of Common Stock to the Purchaser in exchange for limited partnership interests in the Purchaser with an aggregate value of $97,341, or approximately $1.11 per share of Common Stock (together with the Fund III Transfer, the “ Fund Transfers ”).

As a result of the Fund Transfers, on the Effective Date, each of Fund III, Fund III-A, Camden Partners Strategic III, LLC (“ Strategic III ”), Camden Partners Strategic Manager, LLC (“ Strategic Manager ”) and Donald W. Hughes (“ Hughes ”) ceased to beneficially own any shares of Common Stock.

J. Todd Sherman, the Managing Member of Strategic Manager (“ Sherman ”), and David L. Warnock (“ Warnock ”) are the two managers of Camden Partners III SPV, LLC, a Delaware limited liability company and the general partner of the Purchaser (the “ Purchaser GP ”).  As a result, Warnock may be deemed to beneficially own the 2,199,449 shares of the Common Stock held directly by the Purchaser.

The Purchaser, the Purchaser GP, Warnock and Sherman have filed a Schedule 13G (the “ Purchaser Schedule 13G ”) with the SEC on the date hereof with respect to the acquisition of the 2,199,449 shares of Common Stock transferred by Fund III and Fund III-A to the Purchaser pursuant to the Fund Transfers.  Changes to Warnock’s beneficial ownership of shares of Common Stock shall, following the date hereof, be reported with the SEC pursuant to any amendments to the Purchaser Schedule 13G.

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SCHEDULE 13D

Item 5.           Interest in Securities of the Issuer.

Item 5 of the Statement is amended and restated in its entirety as follows:

(a) - (b) As of the Effective Date, each of Fund III, Fund III-A, Strategic III, Strategic Manager and Hughes ceased to beneficially own of any shares of Common Stock.

As a manager of the Purchaser GP, Warnock may be deemed to beneficially own, and has the shared power to vote and direct the vote of, and the shared power to dispose and direct the disposition of, 2,199,449 shares of Common Stock held directly by the Purchaser, representing 9.0% of the Issuer’s 24,310,482 issued and outstanding shares of Common Stock as of December 28, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on January 5, 2018.  Warnock shares the power to vote and direct the vote of, and the shares the power to dispose and direct the disposition of, all such 2,199,449 shares of Common Stock with the Purchaser, the Purchaser GP and Sherman.

(c) On the Effective Date, (i) Fund III transferred 2,111,691 shares of Common Stock to the Purchaser in exchange for limited partnership interests in the Purchaser with an aggregate value of $2,342,288, or approximately $1.11 per share of Common Stock; and (ii) Fund III-A transferred 87,758 shares of Common Stock to the Purchaser in exchange for limited partnership interests in the Purchaser with an aggregate value of $97,341, or approximately $1.11 per share of Common Stock. See Items 4 and 6.

(d) Not applicable.

(e) As of the Effective Date, after giving effect to the Fund Transfers referred to in Item 4, each of Fund III, Fund III-A, Strategic III, Strategic Manager and Hughes ceased to beneficially own any shares of Common Stock.

Item 6.           Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Statement is hereby amended and supplemented by adding the following to the end of Item 6 thereof:

The Fund Transfers reported hereby were effected pursuant to a Stock Transfer Agreement, dated as of the Effective Date, by and among Fund III, Fund III-A and the Purchaser (the “ Stock Transfer Agreement ”). The Stock Transfer Agreement is filed as Exhibit 12 attached hereto and is incorporated herein by reference.

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Item 7.           Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented by adding the following document as an Exhibit to the Statement and filing such document herewith.

12.          Stock Transfer Agreement, dated January 17, 2018, by and among Camden Partners Strategic Fund III, L.P., Camden Partners Strategic Fund III-A, L.P. and Camden Partners III SPV, L.P.

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SCHEDULE 13D

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 22, 2018

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