Edgar Filing: CAMDEN PARTNERS STRATEGIC FUND III LP

Ownership Submission

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BERKELEY RICHARD M

2. Issuer Name and Ticker or Trading Symbol
REALPAGE INC [RP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC, 500 E. PRATT STREET, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2010

(Street)

BALTIMORE, MD 21202

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/17/2010		C		293,483 ⁽⁴⁾	A	⁽³⁾	737,045	I	See footnote ⁽¹⁾
Common Stock	08/17/2010		C		1,467,571 ⁽⁷⁾	A	⁽⁶⁾	2,204,616	I	See footnote ⁽¹⁾
Common Stock	08/17/2010		C		373,372	A	⁽⁹⁾	2,577,988	I	See footnote ⁽¹⁾
Common Stock	08/17/2010		S		528,055	D	$ 11	2,049,933	I	See footnote ⁽¹⁾
Common Stock	08/17/2010		C		12,227 ⁽⁵⁾	A	⁽³⁾	30,669	I	See footnote ⁽²⁾
Common Stock	08/17/2010		C		60,989 ⁽⁸⁾	A	⁽⁶⁾	91,658	I	See footnote ⁽²⁾
Common Stock	08/17/2010		C		15,516	A	⁽⁹⁾	107,174	I	See footnote ⁽²⁾
Common Stock	08/17/2010		C		21,945	D	$ 11	85,229	I	See footnote ⁽²⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A1 Convertible Preferred Stock

⁽³⁾

08/17/2010

293,483 ⁽⁴⁾

⁽³⁾

Common Stock

293,483 ⁽⁴⁾

⁽³⁾

See footnote ⁽¹⁾

Series A1 Convertible Preferred Stock

⁽³⁾

08/17/2010

12,227 ⁽⁵⁾

⁽³⁾

Common Stock

12,227 ⁽⁵⁾

⁽³⁾

See footnote ⁽²⁾

Series B Convertible Preferred Stock

⁽⁶⁾

08/17/2010

1,467,571 ⁽⁷⁾

⁽⁶⁾

Common Stock

1,467,571 ⁽⁷⁾

⁽⁶⁾

See footnote ⁽¹⁾

Series B Convertible Preferred Stock

⁽⁶⁾

08/17/2010

60,989 ⁽⁸⁾

⁽⁶⁾

Common Stock

60,989 ⁽⁸⁾

⁽⁶⁾

See footnote ⁽²⁾

Series C Convertible Preferred Stock

⁽⁹⁾

08/17/2010

373,372

⁽⁹⁾

Common Stock

373,372

⁽⁹⁾

See footnote ⁽¹⁾

Series C Convertible Preferred Stock

⁽⁹⁾

08/17/2010

15,516

⁽⁹⁾

Common Stock

15,516

⁽⁹⁾

See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BERKELEY RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202	X
CAMDEN PARTNERS STRATEGIC FUND III LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202	X
CAMDEN PARTNERS STRATEGIC FUND III-A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202	X
Camden Partners Strategic III, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202	X
Camden Partners Strategic Manager, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202	X
HUGHES DONALD W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202	X
JOHNSTON RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202	X
WARNOCK DAVID L C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202	X

Signatures

/s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Berkeley		08/17/2010
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		08/17/2010
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		08/17/2010
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		08/17/2010
^**Signature of Reporting Person		Date
/s/ By Donald W. Hughes, Managing Member		08/17/2010
^**Signature of Reporting Person		Date
/s/ Donald W. Hughes		08/17/2010
^**Signature of Reporting Person		Date
/s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Johnston		08/17/2010
^**Signature of Reporting Person		Date
/s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock		08/17/2010
^**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)	Reported securities are directly held by Fund III. CPSM, CPS III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the General Remarks. CPSM, CPS III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein. Each of Fund III and Fund III-A disclaims beneficial onwership of the securities held by the other.
(2)	Reported securities are directly held by Fund III-A. CPSM, CPS III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the General Remarks. CPSM, CPS III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein. Each of Fund III and Fund III-A disclaims beneficial onwership of the securities held by the other.
(3)	The Series A1 Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series A1 Convertible Preferred Stock was automatically converted into Common Stock on a one-for-one basis upon the consummation of the Issuer's initial public offering. Additionally, 62.5% of the accrued and unpaid dividends on such shares were automatically converted into Common Stock upon consummation of the Issuer's initial public offering.
(4)	Includes 5,483 shares that were issued at the time of conversion of the Series A1 Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.
(5)	Includes 227 shares that were issued at the time of conversion of the Series A1 Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.
(6)	The Series B Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series B Convertible Preferred Stock was automatically converted into Common Stock on a one-for-one basis upon the consummation of the Issuer's initial public offering. Additionally, 62.5% of the accrued and unpaid dividends on such shares of Series B Convertible Preferred Stock were automatically converted into Common Stock upon consummation of the Issuer's initial public offering.
(7)	Includes 27,421 shares that were issued at the time of conversion of the Series B Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.
(8)	Includes 1,139 shares that were issued at the time of conversion of the Series B Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.
(9)	The Series C Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series C Convertible Preferred Stock was automatically converted into Common Stock upon consummation of the Issuer's initial public offering.
Remarks: Richard M. Berkeley is a director of the Issuer. This Form 3 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A") and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston and Richard M. Berkeley (collectively, the "Managing Members" and together with CPSM, CPS III, Fund III and Fund III-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the Managing Member of CPS III. CPS III is the general partner of Fund III and Fund III-A.

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