Statement of Ownership (sc 13g)
July 28 2014 - 4:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
Learning Tree International, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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522015106
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(CUSIP Number)
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|
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July 25, 2014
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
Page 1 of 5
________________________________________
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
SCHEDULE 13G
CUSIP No.
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522015106
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSON
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Lloyd I. Miller, III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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o
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(b)
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o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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709,500
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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709,500
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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709,500
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.4%
1
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12
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TYPE OF REPORTING PERSON
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OO**
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** See Item 4.
1
The percentage reported in this Schedule 13G is based upon 13,222,539 shares of Common Stock outstanding according to the Form
10-Q filed by the Issuer on May 8, 2014.
Page 3
of 5
Item 1(a).
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Name of Issuer:
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Learning Tree International, Inc.
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Item 1(b).
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Address of Issuers’s Principal Executive Offices:
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1831 Michael Faraday Drive
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Reston, VA 20190
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Item 2(a).
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Name of Person Filing:
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Lloyd I. Miller, III
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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222 Lakeview Avenue
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Suite 160-365
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West Palm Beach, Florida 33401
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Item 2(c).
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Citizenship:
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U.S.A.
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Item 2(d).
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Title of Class of Securities:
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Common Stock
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Item 2(e).
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CUSIP Number:
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522015106
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
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Not Applicable, this statement is filed pursuant to 13d-1(c)
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Item 4.
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OWNERSHIP: The reporting person has sole voting and dispositive power with respect to 709,500 of the reported securities as (i) the manager of a limited liability company that is the adviser to a certain trust (ii) the manager of a limited liability company that is the general partner of a certain limited partnership and (iii) the manager of a limited liability company.
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(a)
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709,500
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(b)
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5.4%
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(c)
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(i) sole voting power: 709,500
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(ii) shared voting power: 0
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(iii) sole dispositive power: 709,500
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(iv) shared dispositive power: 0
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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Not Applicable
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Persons other than Lloyd I. Miller, III have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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Not Applicable
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Page 4
of 5
Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not Applicable
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP:
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Not Applicable
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Item 10.
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CERTIFICATION:
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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.
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Page 5
of 5
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: July 28, 2014
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/s/ Lloyd I. Miller, III
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Lloyd I. Miller, III
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