0001144204-15-053620.txt : 20150903 0001144204-15-053620.hdr.sgml : 20150903 20150903154656 ACCESSION NUMBER: 0001144204-15-053620 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150903 DATE AS OF CHANGE: 20150903 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEARNING TREE INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001002037 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 953133814 STATE OF INCORPORATION: DE FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47083 FILM NUMBER: 151091893 BUSINESS ADDRESS: STREET 1: 1805 LIBRARY STREET CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7037099119 MAIL ADDRESS: STREET 1: 1805 LIBRARY STREET CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: LEARNING TREE INTERNATIONAL INC DATE OF NAME CHANGE: 19951010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13G/A SC 13G/A 1 v419781_sc13ga.htm SCHEDULE 13G AMENDMENT NO. 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)*

Learning Tree International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
	522015106
	(CUSIP Number)
	September 2, 2015
	(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

Page 1 of 5

________________________________________

* 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 (“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).

SCHEDULE 13G/A2

CUSIP No.

522015106

Page 2 of 5 Pages

1	NAME OF REPORTING PERSON
	Lloyd I. Miller, III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)		o
				(b)		o
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			1,340,700
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			1,340,700
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,340,700
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.1%¹
12	TYPE OF REPORTING PERSON
	OO**

** See Item 4.

¹ The percentage reported in this Schedule 13G/A is based upon 13,224,349 shares of Common Stock outstanding according to the Form 10-Q filed by the Issuer on August 11, 2015.

Page 3 of 5

Item 1(a).	Name of Issuer:	Learning Tree International, Inc.

Item 1(b).	Address of Issuers’s Principal Executive Offices:	1831 Michael Faraday Drive
		Reston, VA 20190

Item 2(a).	Name of Person Filing:	Lloyd I. Miller, III

Item 2(b).	Address of Principal Business Office or, if None, Residence:	3300 South Dixie Highway
		Suite 1-365
		West Palm Beach, Florida 33405

Item 2(c).	Citizenship:	U.S.A.

Item 2(d).	Title of Class of Securities:	Common Stock

Item 2(e).	CUSIP Number:	522015106

Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
	Not Applicable, this statement is filed pursuant to 13d-1(c)
Item 4.	OWNERSHIP: The reporting person has sole voting and dispositive power with respect to 1,340,700 of the reported securities, as (i) manager of a limited liability company that is the adviser to a certain trust, (ii) manager of a limited liability company that is the general partner of a certain limited partnership, and (iii) manager of a limited liability company.

	(a)	1,340,700
	(b)	10.1%

	(c)	(i) sole voting power: 1,340,700
		(ii) shared voting power: 0
		(iii) sole dispositive power: 1,340,700
		(iv) shared dispositive power: 0

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
	Not Applicable
Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
	Persons other than Lloyd I. Miller, III have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
	Not Applicable

Page 4 of 5

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
	Not Applicable
Item 9.	NOTICE OF DISSOLUTION OF GROUP:
	Not Applicable
Item 10.	CERTIFICATION:
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 5 of 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 3, 2015	/s/ Lloyd I. Miller, III
	Lloyd I. Miller, III