‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]
|
CUSIP No.
522015106
|
13D/A
|
Page 2 of 12
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
441,949 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
441,949 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
441,949 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
|
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CUSIP No.
522015106
|
13D/A
|
Page 3 of 12
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
276,349 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
276,349 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,349 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
|
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CUSIP No.
522015106
|
13D/A
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Page 4 of 12
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification
No.)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
189,386 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
189,386 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,386 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
|
|
CUSIP No.
522015106
|
13D/A
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Page 5 of 12
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
N/A
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
718,298 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
718,298 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,298 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
|
14
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
|
|
CUSIP No.
522015106
|
13D/A
|
Page 6 of 12
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
N/A
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
189,386 (See Item 5)
|
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
189,386 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,386 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
|
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
|
|
CUSIP No.
522015106
|
13D/A
|
Page 7 of 12
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
N/A
|
|
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
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
907,684 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
907,684 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,684 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
CUSIP No.
522015106
|
13D/A
|
Page 8 of 12
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
N/A
|
|
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
0 (See Item 5)
|
|
8
|
SHARED VOTING POWER
907,684 (See Item 5)
|
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
|
10
|
SHARED DISPOSITIVE POWER
907,684 (See Item 5)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,684 (See Item 5)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
CUSIP No.
522015106
|
13D/A
|
Page 9 of 12
|
Item 1. Security and Issuer.
This Amendment No.
1 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the
“Commission”) on July 20, 2015 (the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in
the Schedule 13D) with respect to shares of common stock, $0.0001 par value per share (the “Common Stock”) of Learning
Tree International, Inc., a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office
at 13650 Dulles Technology Drive, Suite 400 Herndon, VA, 20171.
Item 3. Source and Amount of Funds or
Other Consideration.
Item 3 of the Schedule 13D is hereby amended
by the addition of the following:
The securities reported
in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately
$2,249,116 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield
Reporting Persons who directly beneficially own such securities.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition
of the following:
This Schedule 13D is
filed by the Wynnefield Reporting Persons to report acquisitions of shares of the Common Stock which increases its beneficial ownership
(as such term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer by more
than 1% from the amounts previously reported on the Schedule 13D previously filed on July 20, 2015.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as
follows:
(a), (b) and (c) As
of May 26, 2017, the Wynnefield Reporting Persons beneficially owned in the aggregate 907,684 shares of Common Stock, constituting
approximately 6.9% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially
owned by the Wynnefield Reporting Persons is based upon 13,224,349 shares outstanding as of May 1, 2017, as set forth in the Issuer’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Securities and Exchange Commission (the “Commission”)
on May 11, 2017.
The following table
sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed
below:
|
CUSIP No.
522015106
|
13D/A
|
Page 10 of 12
|
|
Name
|
Number of Common Stock
|
Percentage of Outstanding Common Stock
|
|
Wynnenfield Partners I
|
441,949
|
3.3%
|
|
Wynnefield Partners
|
276,349
|
2.1%
|
|
Wynnefield Offshore
|
189,386
|
1.4%
|
|
|
|
|
WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.
WCI is the sole investment
manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.
Beneficial ownership
of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield
Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive
power over) in the aggregate 907,684 shares of Common Stock, constituting approximately 6.9% of the outstanding shares of Common
Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based
upon 13,224,349 shares outstanding as of May 1, 2017, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2017, filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2017.
The filing of this
Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein
with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
|
CUSIP No.
522015106
|
13D/A
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Page 11 of 12
|
The Wynnefield Reporting
Persons have acquired shares of Common Stock during the last 60 days as follows:
|
Name
|
Date
|
Number of Shares
|
Price
|
|
Wynnefield Partners I
|
5/23/2017
|
12,495
|
$2.00
|
|
Wynnefield Partners I
|
5/24/2017
|
11,501
|
$1.98
|
|
Wynnefield Partners I
|
5/25/2017
|
10,984
|
$2.00
|
|
Wynnefield Partners I
|
5/26/2017
|
61,354
|
$2.00
|
|
|
|
|
|
|
Wynnefield Partners
|
5/23/2017
|
7,885
|
$2.00
|
|
Wynnefield Partners
|
5/24/2017
|
7,257
|
$1.98
|
|
Wynnefield Partners
|
5/25/2017
|
6,934
|
$2.00
|
|
Wynnefield Partners
|
5/26/2017
|
38,756
|
$2.00
|
|
|
|
|
|
|
Wynnefield Offshore
|
5/23/2017
|
4,620
|
$2.00
|
|
Wynnefield Offshore
|
5/24/2017
|
4,257
|
$1.98
|
|
Wynnefield Offshore
|
5/25/2017
|
4,067
|
$2.00
|
|
Wynnefield Offshore
|
5/26/2017
|
22,574
|
$2.00
|
(d) and (e). Not Applicable.
|
CUSIP No.
522015106
|
13D/A
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Page 12 of 12
|
SIGNATURE
After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and
correct.
Dated: May 30, 2017
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
its General
Partner
By:
/s/ Nelson Obus
Nelson Obus, Co-Managing
Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
its General
Partner
By:
/s/ Nelson Obus
Nelson Obus, Co-Managing
Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.,
its Investment Manager
By:
/s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By:
/s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By:
/s/ Nelson Obus
Nelson Obus, President
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua Landes
Joshua Landes, Individually