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Filing Details

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

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	2012-06-14	11,638	$1.05	2,586,940	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	2012-06-15	13,638	$1.16	2,600,578	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 ("CIO") 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.
As the managing member of Foxhill Capital (which is the investment manager of Foxhill Master Fund and Foxhill Domestic 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 2,600,578 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, and Kellner Fund.