Amended Statement of Beneficial Ownership (sc 13d/a)
February 23 2016 - 12:57PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)1
Learning Tree International, Inc. |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
|
522015106 |
|
|
(CUSIP Number) |
|
Lloyd I. Miller, III, 3300 South Dixie Highway,
Suite 1-365, West Palm Beach, Florida, 33405 (Tel.) (561) 287-5399 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
February 18, 2016 |
|
|
(Date of Event which Requires Filing of this Statement) |
|
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
Page 1 of 6 pages
1 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 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).
CUSIP No.
|
522015106 |
13D/A1
|
Page 2 of 6
|
1 |
NAME OF REPORTING PERSON
|
Lloyd I. Miller, III |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) |
[ ] |
|
|
(b)
|
[ ] |
3 |
SEC USE ONLY
|
4 |
_______________
SOURCE OF FUNDS* |
PF-AF-OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
1,525,600 |
8 |
SHARED VOTING POWER |
0 |
9 |
SOLE DISPOSITIVE POWER |
1,525,600 |
10 |
SHARED DISPOSITIVE POWER |
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,525,600 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |
[ ] |
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
11.5% |
14 |
TYPE OF REPORTING PERSON* |
OO |
SCHEDULE 13D/A1
This constitutes Amendment
No. 1 (the “Amendment No. 1”) to the statement on Schedule 13D filed on behalf of Lloyd I. Miller, III (“Mr.
Miller” or the “Reporting Person”), dated and filed October 1, 2015 (the “Statement”),
relating to the common stock, $0.0001 par value per share (the “Common Stock”), of Learning Tree International,
Inc. (the “Company” or the “Issuer”). The Issuer’s principal executive offices are
located at 13650 Dulles Technology Drive, Suite 400, Herndon, Virginia 20171. This Amendment No. 1 is being filed to report that,
since the filing of the Statement, a material change occurred in the percentage of Common Stock beneficially owned by Mr. Miller.
Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
Item 3. Source
and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and restated in its
entirety as follows:
Mr. Miller is the
managing member of Milfam LLC (“Milfam LLC”), an Ohio limited liability company established pursuant to the
Operating Agreement of Milfam LLC dated as of December 10, 1996. Milfam LLC is the advisor to Trust A-4 (“Trust A-4”).
Trust A-4 was created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”).
Pursuant to a Declaratory Judgment Order, entered on November 20, 1992 in the Court of Common Pleas, Probate Division, Hamilton
County, Ohio, Trust A was split into four separate trusts, one of which is Trust A-4. Trust A-4 was further reformed by Order of
the Delaware Chancery Court dated December 29, 2010 pursuant to which Milfam LLC was appointed advisor to Trust A-4. All of the
shares of Common Stock purchased by Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate purchase
price for the shares of Common Stock purchased by Trust A-4 was approximately $2,002,452.00.
Milfam LLC is the general
partner of Milfam II L.P. (“Milfam II”), a Georgia limited partnership established pursuant to the Partnership
Agreement for Milfam II L.P., dated December 11, 1996. All of the shares of Common Stock Mr. Miller is deemed to beneficially
own as the managing member of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners
or money generated and held by Milfam II. The aggregate purchase price for the shares of Common Stock purchased by Milfam II was
approximately $27,750.00.
Mr. Miller is the manager
of LIMFAM LLC (“LIMFAM LLC”), a Delaware limited liability company. All of the shares of Common Stock Mr. Miller
is deemed to beneficially own as the manager for LIMFAM LLC were purchased with funds generated and held by LIMFAM LLC. The aggregate
purchase price for the shares of Common Stock Mr. Miller is deemed to beneficially own as manager of LIMFAM LLC was $29,625.00.
The aggregate purchase prices set forth in this Item 3 include brokerage commissions and reflect certain cost basis adjustments.
Item 5. Interest in Securities
of the Issuer
Item 5 of the Statement
is hereby amended and restated in its entirety as follows:
(a) Mr. Miller may
be deemed to beneficially own 1,525,600 shares of Common Stock, which is equal to approximately 11.5% of the outstanding shares,
based on 13,224,349 shares of Common Stock outstanding, as reported in the Issuer’s Form 10-Q filed on February 9, 2016.
As of the date hereof, 1,488,100 of the shares of Common Stock beneficially owned by Mr. Miller are owned of record by Trust A-4,
25,000 of the shares of Common Stock beneficially owned by Mr. Miller are owned of record by Milfam II, and 12,500 of the shares
of Common Stock beneficially owned by Mr. Miller are owned of record by LIMFAM LLC.
(b) Mr. Miller may be deemed to
have sole voting and dispositive power for all such shares held of record by Trust A-4, Milfam II, and LIMFAM LLC.
(c) The following
table details the transactions effected by Mr. Miller in the past 60 days.
|
Trust A-4 |
|
Date of Transaction |
Number of Shares Purchased |
Price Per Share |
February 18, 2016 |
150,000 |
$0.60 |
(d) Persons other than Mr. Miller
have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported
securities.
(e) Not Applicable.
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: February
23, 2016
By: /s/ Lloyd I. Miller, III
Lloyd I. Miller, III
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