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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NOBEL LEARNING COMMUNITIES INC [ NLCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/16/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/16/2008 | J | 33,400 | A | $0.00 | 1,816,369 | D(1)(2)(3)(4) | |||
Common Stock | 07/16/2008 | J | 969,466 | A | $0.00 | 2,785,835 | D(2)(3)(4)(5) | |||
Common Stock | 07/16/2008 | P | 85,000 | A | $13.5 | 2,870,835 | D(2)(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On July 16, 2008, Michael R. Milken contributed 33,400 shares of common stock to Blesbok LLC ("Blesbok") in exchange for membership interests in Blesbok. |
2. Michael R. Milken, Lowell J. Milken and ET Holdings, L.L.C. ("ET Holdings") are the managers of Blesbok, and in such capacities may be deemed to beneficially own any shares of common stock 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. |
3. 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 shares of common stock 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. Ridgeview Associates, LLC ("Ridgeview") is the sole manager and sole member of Hampstead, and in such capacities may be deemed to beneficially own any shares of common stock 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. |
4. Michael R. Milken and Lowell J. Milken are the managers of Ridgeview and in such capacities may be deemed to beneficially own any shares of common stock that are, or may be deemed to be, beneficially owned by Ridgeview, but each disclaims such beneficial ownership except to the extent of his pecuniary interest therein. |
5. On July 16, 2008, ET Holdings, contributed 969,466 shares of common stock to Blesbok in exchange for membership interests in Blesbok. Such shares were previously held by KU Learning, L.L.C. ("KU Learning"). On February 14, 2007, KU Learning distributed such shares to its sole member, Mounte LLC, which immediately thereafter distributed such shares to ET Holdings. |
/s/ Stanley E. Maron, Secretary of BLESBOK LLC | 07/18/2008 | |
/s/ Stanley E. Maron, Secretary of ET HOLDINGS, L.L.C. | 07/18/2008 | |
/s/ Michael R. Milken, Manager of HAMPSTEAD ASSOCIATES, L.L.C. | 07/18/2008 | |
/s/ Michael R. Milken, Manager of RIDGEVIEW ASSOCIATES, LLC | 07/18/2008 | |
/s/ Michael R. Milken, an individual | 07/18/2008 | |
/s/ Lowell J. Milken, an individual | 07/18/2008 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |