exv4w1





Exhibit 4.1



			
	 	 	 
	COMMON STOCK
	 	COMMON STOCK





ARCHIPELAGO LEARNING, INC.


CUSIP 03956P 102

SEE REVERSE FOR CERTAIN DEFINITIONS


THIS
CERTIFIES THAT       
         
         
           
         
            
            
     


Is
the record holder of        
          
            
              
            
            
             


FULLY PAID AND NON-assessable shares of common stock, $0.001 PAR VALUE PER SHARE, OF


ARCHIPELAGO LEARNING, INC.


Transferable on the books of the Corporation by the person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate is
not valid until countersigned by the Transfer Agent and registered by the
Registrar. Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


Dated:



	 	 	 	 	 
	 

	 	 	 	COUNTERSIGNED AND REGISTERED:
	 
	 	 	 	 
	 

President and Chief Executive Officer

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	American Stock Transfer and Trust
Company, LLC
	 

	 	[SEAL]
	 	TRANSFER AGENT AND REGISTRAR.
	 

	 	 	 	By:
	 
	 	 	 	 
	 

	 	 	 	 
	Executive Vice President, Chief Financial Officer and Secretary

	 	 	 	AUTHORIZED SIGNATURE














 




ARCHIPELAGO LEARNING, INC.


     The following abbreviations, when used in the inscription on the face of this Certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:






	 	 	 	 	 
	TEN COM
	 	—	 	as tenants in common
	TEN ENT
	 	—	 	as tenants by the entireties
	JT TEN
	 	—	 	as joint tenants with right
of survivorship and not as
tenants in common










	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT —
	 	 	 	Custodian	 	 	 	 
	 
	 	 

(Cust)	 	 	 	 

(Minor)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	under Uniform Gifts to Minors Act
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 	 
	 	 	(State)
	 	 
	 
	 	 	 	 	 	 	 	 
	UNIF TRF MIN ACT —	 	Custodian (until age
	 	 
	 	 	                                            )	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	(Cust)	 	 	 	(Minor)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	under Uniform Gifts to Minors Act
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 	 
	 	 	(State)
	 	 











Additional abbreviations may also be used though not in the above list.


2








 




     For Value Received,                                                      
        hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL

SECURITY OR OTHER

IDENTIFYING

NUMBER OF ASSIGNEE


                                        


                                        


 



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


 



 


 



 


 



Of the ___ Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint


 



 



Attorney to transfer the said stock on the books of the within named Corporation with full power of
substitution in the premises.


Date                                         



	 	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	 
	NOTICE:

	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND

WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE

CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR

ENLARGEMENT OR ANY CHANGE WHATSOEVER.





Signature(s) Guaranteed:


                                                                  
             
              
               
               
                
 

SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR

INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN

ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN

APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),

PURSUANT TO S.E.C. RULE 17Ad-15.


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