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)
|
August 15, 2016
|
(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
|
||||
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
|
||||
August 15, 2016
|
||
/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
|
August 15, 2016
|
|||
/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
|