SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. _________)*

Ambassadors Group, Inc.

 (Name of Issuer)

Common Stock, par value $0.01 per share

 (Title of Class of Securities)

023177108

(CUSIP Number)

Lane Five Capital Management LP

1122 Kenilworth Drive, Suite 313

Towson, MD 21204

Attention: Scott Liotta

Telephone: (443) 921-2060

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 28, 2011

 (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  o.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

Page 1 of 12 pages

CUSIP No.:  023177108

1.	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Lisa O’Dell Rapuano
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7             SOLE VOTING POWER   -  0   8             SHARED VOTING POWER   -  1,012,630   9             SOLE DISPOSITIVE POWER   -  0   10           SHARED DISPOSITIVE POWER  -  1,012,630

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012,630
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%
14	TYPE OF REPORTING PERSON
	IN

*         Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.

Page 2 of 12 pages

CUSIP No.:  023177108

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Lane Five Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7             SOLE VOTING POWER   -  0   8             SHARED VOTING POWER   -  678,729   9             SOLE DISPOSITIVE POWER  -  0   10           SHARED DISPOSITIVE POWER  -  678,729

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	678,729
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.8%
14	TYPE OF REPORTING PERSON
	PN

*         Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.

Page 3 of 12 pages

CUSIP No.:  023177108

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Lane Five Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7             SOLE VOTING POWER   -  0   8             SHARED VOTING POWER   -  1,012,630   9             SOLE DISPOSITIVE POWER   -  0   10           SHARED DISPOSITIVE POWER  -  1,012,630

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012,630
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%
14	TYPE OF REPORTING PERSON
	PN

*         Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.

Page 4 of 12 pages

CUSIP No.:  023177108

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Lane Five Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Maryland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7             SOLE VOTING POWER   -  0   8             SHARED VOTING POWER   -  1,012,630   9             SOLE DISPOSITIVE POWER   -  0   10           SHARED DISPOSITIVE POWER  -  1,012,630

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,012,630
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%
14	TYPE OF REPORTING PERSON
	OO

*         Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.

Page 5 of 12 pages

CUSIP No.:  023177108

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Lane Five Partners GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7             SOLE VOTING POWER   -  0   8             SHARED VOTING POWER   -  678,729   9             SOLE DISPOSITIVE POWER   -  0   10           SHARED DISPOSITIVE POWER  -  678,729

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	678,729
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.8%
14	TYPE OF REPORTING PERSON
	OO

*         Beneficial ownership information above is as of November 7, 2011, the filing date of this Schedule 13D.

Page 6 of 12 pages

ITEM 1. Security and Issuer.

The class of equity securities to which this Statement on Schedule 13D (this “Statement”) relates is the common stock, par value $0.01 per share (the “Common Stock”), of Ambassadors Group, Inc. (the “Issuer”), with its principal executive offices located at Dwight D. Eisenhower Building, 2001 South Flint Road, Spokane, WA 99224.
 

ITEM 2. Identity and Background.

(a)-(c) and (f) The names of the persons filing this Statement (the “Reporting Persons”) are: (1) Lane Five Partners LP, a Delaware limited partnership (the “Fund”); (2) Lane Five Capital Management LP, a Delaware limited partnership (the “Investment Manager”); (3) Lane Five Capital Management, LLC, a Maryland limited liability company, the general partner of the Investment Manager (“IM GP”); (4) Lane Five Partners GP LLC, a Delaware limited liability company (the “General Partner”); and (5) Lisa O’Dell Rapuano, a United States Citizen (“Ms. Rapuano”).  The Investment Manager serves as the investment manager of the Fund and also manages accounts on a discretionary basis (the “Accounts”). The General Partner serves as the general partner of the Fund. The IM GP serves as the general partner of the Investment Manager.

The principal business of the Fund is that of a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account.  The principal business of the Investment Manager is providing investment management services to the Fund and the Accounts.  The principal business of the General Partner is acting as general partner to the Fund.  The principal business of the IM GP is acting as general partner to the Investment Manager.  Ms. Rapuano’s principal occupation is serving as the Managing Member of the General Partner and the IM GP.
 

(d)–(e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration

The source and amount of funds including commissions used by the Fund and the Accounts in making their purchase of the shares of Common Stock owned by them are set forth below:

SOURCE OF FUNDS                                                      AMOUNT OF FUNDS

Working Capital                                                                $8,040,348

One or more of the Reporting Persons may effect purchases of securities through margin accounts which may extend margin credit to the Reporting Persons as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

ITEM 4. Purpose of Transaction.

All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes.  Except as set forth herein, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.

Page 7 of 12 pages

ITEM 5. Interest in Securities of the Issuer.

(a)           As of November 7, 2011 (the filing date of this Statement), the Reporting Persons beneficially own:

(i)	The Fund directly owns 678,729 shares of Common Stock representing 3.8% of all of the outstanding shares of Common Stock.
(ii)	The Investment Manager, as the investment manager of the Fund and the investment manager of the Accounts, and the IM GP, as the general partner of the Investment Manager, may each be deemed to beneficially own the 1,012,630 shares of Common Stock held by the Fund and the Accounts, representing 5.7% of all of the outstanding shares of Common Stock.
(iii)	The General Partner, as the general partner of the Fund, may be deemed to beneficially own the 678,729 shares of Common Stock held by the Fund, representing 3.8% of all of the outstanding shares of Common Stock.
(iv)	Ms. Rapuano may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Investment Manager.
(v)	Collectively, the Reporting Persons beneficially own 1,012,630 shares of Common Stock representing 5.7% of all of the outstanding shares of Common Stock.

Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.

As of October 28, 2011, the Fund and the Accounts collectively beneficially owned 972,630 shares of Common Stock representing 5.5% of all of the outstanding shares of Common Stock.

The foregoing percentages set forth in this response are based on the 17,703,567 shares of Common Stock outstanding as of July 25, 2011, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 and filed with the SEC on August 5, 2011.

(b)           The Investment Manager, the IM GP and Ms. Rapuano (and the General Partner with respect to the shares of Common Stock owned by Fund) may be deemed to share with Fund and the Accounts (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 678,729 and 333,901 shares of Common Stock reported herein, respectively.

(c)           The following Reporting Persons engaged in the following transactions on the open market with respect to the Issuer’s Common Stock:

Lane Five Partners LP

 

Transaction Date	Number of Shares	Price per Share	Type of Transaction
10/19/2011	67,000	$6.00	Purchase
10/28/2011	3,008	$5.35	Purchase
10/28/2011	354,849	$5.08	Purchase
11/1/2011	26,800	$4.75	Purchase

Page 8 of 12 pages

Accounts

 

Transaction Date	Number of Shares	Price per Share	Type of Transaction
10/19/2011	33,000	$6.00	Purchase
10/28/2011	1,482	$5.35	Purchase
10/28/2011	174,776	$5.08	Purchase
11/1/2011	13,200	$4.75	Purchase

Other than the foregoing, no transactions in the Common Stock have been effected by the Reporting Persons in the last sixty (60) days.

(d)           Not applicable.

(e)           Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Not applicable.

ITEM 7. Material to be Filed as Exhibits.

Exhibit No.	Document
1.	Joint Filing Agreement

Page 9 of 12 pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.

Dated:  November 7, 2011

LISA O’DELL RAPUANO LANE FIVE PARTNERS LP LANE FIVE CAPITAL MANAGEMENT LP LANE FIVE CAPITAL MANAGEMENT, LLC LANE FIVE PARTNERS GP LLC
By:	/s/ Lisa O’Dell Rapuano
Lisa O’Dell Rapuano, for herself, as Managing Member of the IM GP (for itself and the Investment Manager) and as Managing Member of the General Partner (for itself and the Fund)

Page 10 of 12 pages

EXHIBIT INDEX

Exhibit No.	Document
1.	Joint Filing Agreement

Page 11 of 12 pages

EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Ambassadors Group, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned hereby execute this Agreement.

Dated:  November 7, 2011

LISA O’DELL RAPUANO
LANE FIVE PARTNERS LP
LANE FIVE CAPITAL MANAGEMENT LP
LANE FIVE CAPITAL MANAGEMENT, LLC
LANE FIVE PARTNERS GP LLC
By:	/s/ Lisa O’Dell Rapuano
Lisa O’Dell Rapuano, for herself, as Managing Member of the IM GP (for itself and the Investment Manager) and as Managing Member of the General Partner (for itself and the Fund)

Page 12 of 12 pages