Edgar Filing: Buckingham Robert D

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Buckingham Robert D

2. Date of Event Requiring Statement (Month/Day/Year)
11/23/2009

3. Issuer Name and Ticker or Trading Symbol
National American University Holdings, Inc. [CAEL]

(Last)

(First)

(Middle)

5301 S. HIGHWAY 16,Â SUITE 200

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

RAPID CITY,Â SDÂ 57701

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	192,500 ⁽¹⁾ ⁽²⁾	I	by H. & E. Buckingham Limited Partnership
Common Stock	57,500 ⁽¹⁾ ⁽²⁾	I	by Robert D. Buckingham Living Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	77,000	$ ⁽³⁾	I	by H. & E. Buckingham Limited Partnership
Class A Common Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	23,000	$ ⁽³⁾	I	by Robert D. Buckingham Living Trust
Common Stock Purchase Warrant	11/23/2009	11/22/2011	Common Stock	2,156,000	$ 5.5 ⁽⁴⁾	I	by H. & E. Buckingham Limited Partnership
Common Stock Purchase Warrant	11/23/2009	11/22/2011	Common Stock	644,000	$ 5.5 ⁽⁴⁾	I	by Robert D. Buckingham Living Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Buckingham Robert D 5301 S. HIGHWAY 16 SUITE 200 RAPID CITY,Â SDÂ 57701	Â X	Â X	Â	Â

Signatures

/s/ Robert D. Buckingham		12/02/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(2)	The shares forfeit on November 23, 2014 unless the shares trade at or above $8.00 per share for any sixty consecutive trading day period.
(3)	Each share of Class A Common Stock automatically converts into 157.3 shares of Common Stock on November 23, 2011.
(4)	Exercise price may be subject to adjustment under the Common Stock Purchase Warrant. May be exercised on a cashless basis.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.