SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Blesbok LLC (Last) (First) (Middle) 1250 FOURTH STREET (Street) SANTA MONICA CA 90401 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NOBEL LEARNING COMMUNITIES INC [ NLCI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Footnotes (1)-(4)
	3. Date of Earliest Transaction (Month/Day/Year) 08/09/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/09/2011		U		3,857,171	D	$11.75	0	D(1)(2)(3)(4)
Series D Convertible Preferred Stock	08/09/2011		U		1,063,830	D	$1.88	0	D(1)(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Blesbok LLC (Last) (First) (Middle) 1250 FOURTH STREET (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Footnotes (1)-(4)

1. Name and Address of Reporting Person* ET HOLDINGS LLC (Last) (First) (Middle) 1250 FOURTH STREET (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) X(1)-(4)

1. Name and Address of Reporting Person* HAMPSTEAD ASSOCIATES LLC (Last) (First) (Middle) 1250 FOURTH STREET (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) X(1)-(4)

1. Name and Address of Reporting Person* Knowledge Universe LLC (Last) (First) (Middle) 1250 FOURTH STREET (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) X(1)-(4)

1. Name and Address of Reporting Person* KNOWLEDGE UNIVERSE EDUCATION LLC (Last) (First) (Middle) 1250 FOURTH STREET (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) X(1)-(4)

1. Name and Address of Reporting Person* MILKEN MICHAEL R (Last) (First) (Middle) 1250 FOURTH STREET (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) X(1)-(4)

1. Name and Address of Reporting Person* MILKEN LOWELL J (Last) (First) (Middle) 1250 FOURTH STREET (Street) SANTA MONICA CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) X(1)-(4)

Explanation of Responses:

1. Michael R. Milken, Lowell J. Milken and ET Holdings, L.L.C. ("ET Holdings") are the managers of Blesbok LLC ("Blesbok"), and in such capacity may be deemed to beneficially own any equity securities of the Issuer that are, or may be deemed to be, beneficially owned by Blesbok, but each disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein.

2. Hampstead Associates, L.L.C. ("Hampstead") is the sole manager and sole member of ET Holdings, and in such capacities may be deemed to beneficially own any equity securities of the Issuer that are, or may be deemed to be, beneficially owned by ET Holdings, but disclaims such beneficial ownership except to the extent of its pecuniary interest therein. Knowledge Universe LLC ("Knowledge Universe") is the sole manager and sole member of Hampstead, and in such capacities may be deemed to beneficially own any equity securities of the Issuer that are, or may be deemed to be, beneficially owned by Hampstead, but disclaims such beneficial ownership except to the extent of its pecuniary interest therein.

3. Michael R. Milken and Lowell J. Milken are the managers of Knowledge Universe and in such capacities may be deemed to beneficially own any equity securities of the Issuer that are, or may be deemed to be, beneficially owned by Knowledge Universe, but each disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

4. Knowledge Universe Education LLC ("KUE"), formerly known as Knowledge Learning Corporation, is a Reporting Person on a Schedule 13D with Blesbok LLC and other Reporting Persons. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, KUE is the beneficial owner of any equity securities of the Issuer, including any such equity securities that are beneficially owned, directly or indirectly, by any other person.

	/s/ Stanley E. Maron, By: Stanley E. Maron, Secretary of BLESBOK LLC	08/10/2011
	/s/ Stanley E. Maron, By: Stanley E. Maron, Secretary of ET HOLDINGS, L.L.C.	08/10/2011
	/s/ Stanley E. Maron, By: Stanley E. Maron, Secretary of HAMPSTEAD ASSOCIATES, L.L.C	08/10/2011
	/s/ Stanley E. Maron, By: Stanley E. Maron, Secretary of KNOWLEDGE UNIVERSE LLC	08/10/2011
	/s/ David S. Kyman, By: David S. Kyman, Assistant Corporate Secretary of KNOWLEDGE UNIVERSE EDUCATION LLC	08/10/2011
	/s/ Michael R. Milken, By: MICHAEL R. MILKEN	08/10/2011
	/s/ Lowell J. Milken, By: LOWELL J. MILKEN	08/10/2011
	** Signature of Reporting Person	Date
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