UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Learning Tree International, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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522015 106
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(CUSIP Number(s))
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Steven R. Berger, Esq.
Vedder Price P.C.
1633 Broadway, 31st Floor
New York, New York 10019
(212) 407-7700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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October 1, 2018
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(Date of Event which Requires Filing of this Statement)
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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 §§240.13d-1(e), 240.13d-1(f) or 240.13d‑1(g), check the following box. ☐
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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*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.
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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 (“Act”) 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).
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
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The Kevin Ross Gruneich Legacy Trust
I.R.S. Identification No.: 44-64004680 |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) ☐
(b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
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6.
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Citizenship or Place of Organization: Utah
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Number of
Shares
Beneficially
Owned
by Each
Reporting
Person With
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7.
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Sole Voting Power:
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10,495,332
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8.
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Shared Voting Power:
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—
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9.
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Sole Dispositive Power:
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10,495,332
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10.
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Shared Dispositive Power:
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— | |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 10,495,332
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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13.
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Percent of Class Represented by Amount in Row (11): 64.7%
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14.
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Type of Reporting Person (See Instructions):
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OO
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
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Donna Gruneich
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) ☐
(b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
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6.
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Citizenship or Place of Organization: United States
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Number of
Shares
Beneficially
Owned
by Each
Reporting
Person With
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7.
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Sole Voting Power:
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10,638,147
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8.
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Shared Voting Power:
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36,900
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9.
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Sole Dispositive Power:
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10,638,147
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10.
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Shared Dispositive Power:
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36,900
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 10,675,047
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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13.
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Percent of Class Represented by Amount in Row (11): 65.6%
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14.
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Type of Reporting Person (See Instructions):
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IN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
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Kevin Gruneich
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) ☐
(b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
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6.
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Citizenship or Place of Organization: United States
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Number of
Shares
Beneficially
Owned
by Each
Reporting
Person With
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7.
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Sole Voting Power:
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36,900
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8.
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Shared Voting Power:
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10,638,147
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9.
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Sole Dispositive Power:
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36,900
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10.
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Shared Dispositive Power:
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10,638,147
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 10,675,047
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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13.
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Percent of Class Represented by Amount in Row (11): 65.6%
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14.
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Type of Reporting Person (See Instructions):
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IN
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(a)-(b) |
The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. The percent of class reported as beneficially owned on the cover pages of this Statement is based on 13,224,349 shares of Common Stock outstanding as of August 1, 2018 as reported by the Issuer in its Form 10-Q for the quarterly period ended June 29, 2018 and is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
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(c) |
Except as set forth above, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.
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(d) |
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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(e) |
Not applicable.
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99.1 |
Joint Filing Agreement dated as of June 29, 2018 among the Reporting Persons (incorporated by reference to Exhibit 99.3 of the Reporting Person’s Schedule 13D filed on July 2, 2018).
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October 3, 2018
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The Kevin Ross Gruneich Legacy Trust
By: /s/Donna Gruneich Donna Gruneich, Trustee
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/s/Donna Gruneich
Donna Gruneich
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/s/Kevin Gruneich
Kevin Gruneich
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