Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported on September 14, 2012, National American University Holdings, Inc. (the "Company") notified The NASDAQ Stock Market LLC ("NASDAQ") that as a result of Dr. R. John Reynolds' retirement from the Company's Board of Directors (the "Board"), it no longer complied with NASDAQ Listing Rule 5605(c)(2)(A), which requires an audit committee of at least three independent Board members.

On September 18, 2012, the Company received a notification letter (the "Notice") from NASDAQ advising it that the Company no longer complies with NASDAQ's audit committee requirements as set forth in NASDAQ Listing Rule 5605. The Notice stated that pursuant to NASDAQ Listing Rule 5605(c)(4), the Company has until the later of its next annual stockholders' meeting or March 4, 2013 to regain compliance. The Company's next annual stockholders' meeting is scheduled to be held on October 30, 2012. The Company expects to comply with NASDAQ's audit committee composition requirements within the specified cure period.

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