Termination of Registration of a Class of Security Under Section 12(g) (15-12g)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)

OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS

UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 000-27248

LEARNING TREE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

13650 Dulles Technology Drive, Suite 400
Herndon, VA 20171
(703) 709-9119
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

Common Stock
(Title of each class of securities covered by this Form)

None
(Titles of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	☒
Rule 12g-4(a)(2)	☐
Rule 12h-3(b)(1)(i)	☒
Rule 12h-3(b)(1)(ii)	☐
Rule 15d-6	☐
Rule 15d-22(b)	☐

Approximate number of holders of record as of the certification or notice date: 28

Pursuant to the requirements of the Securities Exchange Act of 1934, Learning Tree International, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: December 28, 2018

LEARNING TREE INTERNATIONAL, INC.

By: /s/David W. Asai
Name: David W. Asai

Title: Chief Financial Officer