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
	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 10% Owner Officer (give title below) X Other (specify below) X (1)
	3. Date of Earliest Transaction (Month/Day/Year) 03/09/2007
	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	03/09/2007		C		345,746(3)	A	(2)	931,549(3)	D(1)
Common Stock	03/23/2007		P		110,000	A	$13.59	1,041,549(3)	D(1)

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
Series F Convertible Preferred Stock	(2)	03/09/2007		C			345,746(3)	(2)	(2)	Common Stock, $0.001 par value	345,746(2)(3)	$0	0	D(1)

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 10% Owner Officer (give title below) X Other (specify below) X (1)

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)

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)

Explanation of Responses:

1. The shares are owned directly by Blesbok, L.L.C., which is a limited liability company the managing members of which are Michael R. Milken and Lowell J. Milken. In such capacities, Michael R. Milken and Lowell J. Milken may be deemed to be indirect beneficial owners of the reported securities.

2. The Series F Convertible Preferred Stock converted into Nobel Learning Communities, Inc. Common Stock on a one-for-one basis, and had no expiration date.

3. Pursuant to the Certificate of Designations, Blesbok has informed the Company that it elects to have the Company pay the accrued and unpaid dividends on the Series F Convertible Preferred Stock in Common Stock (which Blesbok estimates to be approximately 3,265 Shares). Receipt of such shares will increase the number of Shares beneficially owned by Blesbok and indirectly, the number of Shares beneficially owned by Michael R. Milken and Lowell J. Milken.

	/s/ STANLEY E. MARON - Secretary of Blesbok, L.L.C.	03/27/2007
	/s/ MICHAEL R. MILKEN	03/27/2007
	/s/ LOWELL J. MILKEN	03/27/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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