Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
KINGSTOWN PARTNERS MASTER LTD.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
733,500
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
3.2%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
KINGSTOWN CAPITAL MANAGEMENT L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
-0-
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
733,500
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
3.2%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
KINGSTOWN MANAGEMENT GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
-0-
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
733,500
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
3.2%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
MICHAEL BLITZER
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
-0-
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
733,500
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
3.2%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
GUY SHANON
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
-0-
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
733,500
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
-0-
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
733,500
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
3.2%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
Item 1(a).
|
Name of Issuer:
|
Legacy Education
Alliance, Inc. (the "Issuer")
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
1612 Cape Coral
Parkway East, Cape Coral, Florida 33904
|
Item 2(a).
|
Name of Person Filing:
|
This statement is filed by Kingstown
Capital Management L.P., a Delaware limited partnership (“Kingstown Capital”), Kingstown Management GP LLC, a Delaware
limited liability company (“Kingstown Management”), Kingstown Partners Master Ltd., a Cayman Islands corporation (“Master
Fund”), Michael Blitzer and Guy Shanon. Each of the foregoing is referred to as a “Reporting Person” and collectively
as the “Reporting Persons.”
Kingstown Capital
is the investment manager of Master Fund. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer
and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of Kingstown Capital, Kingstown
Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares (as defined below) owned by Master Fund.
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The principal business address of each
of Kingstown Capital, Kingstown Management, Michael Blitzer and Guy Shanon is 100 Park Ave, 21st Floor, New York, New York 10017.
The principal business address of Master Fund is c/o Intertrust Corporate Services, 190 Elgin Avenue, George Town, Grand Cayman
KY1-9005, Cayman Islands.
Kingstown Capital
and Kingstown Management are organized under the laws of the State of Delaware. Master Fund is organized under the laws of the
Cayman Islands. Messrs. Blitzer and Shanon are citizens of the United States of America.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.0001
per share (the “Shares”)
52472J108
|
Item 3.
|
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
|
|
/X /
|
Not Applicable
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
/ /
|
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
|
(f)
|
/ /
|
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
|
(g)
|
/ /
|
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
|
(h)
|
/ /
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
(i)
|
/ /
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
|
(j)
|
/ /
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
(k)
|
/ /
|
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
All ownership
information reported in this Item 4 is as of the close of business on February 14, 2018.
Master
Fund
|
(a)
|
Amount beneficially owned:
|
733,500 Shares
3.2% (based upon 23,007,519 Shares
outstanding, which is the total number of Shares outstanding as of November 10, 2017 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
(ii)
|
Shared power to vote or to direct the vote
|
733,500 Shares
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
733,500 Shares
Kingstown
Capital
|
(a)
|
Amount beneficially owned:
|
733,500 Shares
3.2% (based upon 18,595,394 Shares
outstanding, which is the total number of Shares outstanding as of November 1, 2017 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
(ii)
|
Shared power to vote or to direct the vote
|
733,500 Shares
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
733,500 Shares
Kingstown
Management
|
(a)
|
Amount beneficially owned:
|
733,500 Shares
3.2% (based upon 18,595,394 Shares
outstanding, which is the total number of Shares outstanding as of November 1, 2017 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
(ii)
|
Shared power to vote or to direct the vote
|
733,500 Shares
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
733,500 Shares
Mr. Blitzer
|
(a)
|
Amount beneficially owned:
|
733,500 Shares
3.2% (based upon 18,595,394 Shares
outstanding, which is the total number of Shares outstanding as of November 1, 2017 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
(ii)
|
Shared power to vote or to direct the vote
|
733,500 Shares
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
733,500 Shares
Mr. Shanon
|
(a)
|
Amount beneficially owned:
|
733,500 Shares
3.2% (based upon 18,595,394 Shares
outstanding, which is the total number of Shares outstanding as of November 1, 2017 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
(ii)
|
Shared power to vote or to direct the vote
|
733,500 Shares
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
733,500 Shares
Kingstown Capital
is the investment manager of Master Fund. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer
and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of Kingstown Capital, Kingstown
Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares owned by Master Fund.
The filing of
this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ X].
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
|
Not Applicable
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit 99.1 to the Schedule
13G filed by the Reporting Persons on February 14, 2018
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: February 14, 2018.
|
KINGSTOWN CAPITAL MANAGEMENT L.P.
|
|
|
|
|
|
By:
|
Kingstown Management GP LLC
|
|
|
its general partner
|
|
|
|
|
|
By:
|
/s/ Michael Blitzer
|
|
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Michael Blitzer
Managing Member
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KINGSTOWN MANAGEMENT GP LLC
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By:
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/s/ Michael Blitzer
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Michael Blitzer
Managing Member
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KINGSTOWN PARTNERS MASTER LTD.
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By:
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/s/ Michael Blitzer
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Michael Blitzer
Director
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/s/ Michael Blitzer
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MICHAEL BLITZER
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/s/ Guy Shanon
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GUY SHANON
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