LEARNING TREE INTERNATIONAL, INC.
|
(Name of Issuer)
|
|
Common Stock
|
(Title of Class of Securities)
|
|
522015106
|
(CUSIP Number)
|
|
Brian J. McCarthy, Esq.
|
Skadden, Arps, Slate, Meagher & Flom, LLP
|
300 South Grand Avenue, Suite 3400
|
Los Angeles, CA 90071
|
(213) 687-5000
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
|
May 18, 2015
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 522015 10 6
|
|||
|
1.
|
Names of Reporting Persons.
David C. Collins
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
1,382,205
|
8.
|
Shared Voting Power
5,935,487
|
|
9.
|
Sole Dispositive Power
1,382,205
|
|
10.
|
Shared Dispositive Power
5,935,487
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,495,332
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
56.7%
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 522015 10 6
|
|||
|
1.
|
Names of Reporting Persons.
Mary C. Collins
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
177,640
|
8.
|
Shared Voting Power
5,935,487
|
|
9.
|
Sole Dispositive Power
177,640
|
|
10.
|
Shared Dispositive Power
5,935,487
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,495,332
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
56.7%
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 522015 10 6
|
|||
|
1.
|
Names of Reporting Persons.
DCMA Holdings, LP, Tax ID # 95-4731724
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
|
6.
|
Citizenship or Place of Organization
California
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
1,368,767
|
8.
|
Shared Voting Power
0
|
|
9.
|
Sole Dispositive Power
1,368,767
|
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,368,767
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
10.4%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 522015 10 6
|
|||
|
1.
|
Names of Reporting Persons.
The Adventures in Learning Foundation, formerly known as The Pegasus Foundation, Tax ID # 95-4834973
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
|
6.
|
Citizenship or Place of Organization
California
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
238,323
|
8.
|
Shared Voting Power
0
|
|
9.
|
Sole Dispositive Power
238,323
|
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
238,323
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.8%
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 522015 10 6
|
|||
|
1.
|
Names of Reporting Persons.
The Collins Family Foundation, Tax ID # 95-4618828
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
|
6.
|
Citizenship or Place of Organization
California
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
289,918
|
8.
|
Shared Voting Power
0
|
|
9.
|
Sole Dispositive Power
289,918
|
|
10.
|
Shared Dispositive Power
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
289,918
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
2.2%
|
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
May 18, 2015
|
|
|
|
|
|
|
|
|
|
/s/ David C. Collins
|
|
|
|
David C. Collins
|
|
|
|
|
|
|
|
/s/ Mary C. Collins
|
|
|
|
Mary C. Collins
|
|
|
|
|
|
|
DCMA HOLDINGS, L.P.
|
||
|
|
|
|
|
By
|
/s/ Mary C. Collins
|
|
|
|
Mary C. Collins
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
THE ADVENTURES IN LEARNING FOUNDATION
|
||
|
|
|
|
|
By
|
/s/ David C. Collins
|
|
|
|
David C. Collins
|
|
|
|
Its Trustee
|
|
|
|
|
|
|
THE COLLINS FAMILY FOUNDATION
|
||
|
|
|
|
|
By
|
/s/ Mary C. Collins
|
|
|
|
Mary C. Collins
|
|
|
|
Its President
|
May 18, 2015
|
|
|
|
|
|
|
|
|
|
/s/ David C. Collins
|
|
|
|
David C. Collins
|
|
|
|
|
|
|
|
/s/ Mary C. Collins
|
|
|
|
Mary C. Collins
|
|
|
|
|
|
|
DCMA HOLDINGS, L.P.
|
||
|
|
|
|
|
By
|
/s/ Mary C. Collins
|
|
|
|
Mary C. Collins
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
THE ADVENTURES IN LEARNING FOUNDATION
|
||
|
|
|
|
|
By
|
/s/ David C. Collins
|
|
|
|
David C. Collins
|
|
|
|
Its Trustee
|
|
|
|
|
|
|
THE COLLINS FAMILY FOUNDATION
|
||
|
|
|
|
|
By
|
/s/ Mary C. Collins
|
|
|
|
Mary C. Collins
|
|
|
|
Its President
|