FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LEARNING TREE INTERNATIONAL INC [ LTRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/25/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/25/2007 | A(1) | 2,370(2) | A | $12.66 | 2,370(2) | D | |||
Common Stock | 340 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options (right to buy) | $12.66 | 06/25/2007 | A(3) | 9,090(4) | 12/31/2007(3)(5) | 06/24/2012 | Common Stock | (4) | $12.66 | 9,090(4) | D | ||||
Employee Stock Options (right to buy) | $13.02 | 07/01/2005(6) | 06/30/2009 | Common Stock | 15,000 | 15,000 | D |
Explanation of Responses: |
1. Grant of Restricted Common Stock pursuant to 2007 Equity Incentive Plan. The Reporting Person may earn all or a percentage of the shares ("Earned Shares") based on achievement of targets for the operating income of Learning Tree International, Inc. (the "Company") reported for the Company's 2007 fiscal year. Any Earned Shares vest thirty-three and one-third percent (33 1/3%) on each of December 31, 2007, 2008 and 2009. Unearned shares will be deemed repurchased by the Company on December 31, 2007 for the aggregate price of $1.00 regardless of the number of shares involved. Unvested Earned Shares, if any, on the date Reporting Person ceases to be employed by the Company will be deemed repurchased by the Company for the aggregate price of $1.00 regardless of the number of shares involved. Reporting Person will have no rights with respect to repurchased shares. |
2. Maximum number of Shares. |
3. Grant of non-qualified stock option pursuant to 2007 Equity Incentive Plan. The actual number of shares ("Number of Shares") which can vest will be based on the maximum Number of Shares set forth in this form and achievement of targets for the Company's operating income reported for fiscal year 2007. The Reporting Person will earn the right to exercise thirty-three and one third percent (33 1/3%) of his Number of Shares on each of December 31, 2007, 2008, and 2009, provided he is still employed by the Company on each vesting date. |
4. The maximum Number of Shares that may be exercised under this Option, subject to 2007 operating income and vesting. |
5. Option cannot be exercised before December 31, 2007. |
6. Options exercisable 1/4 on July 1, 2005, 2006, 2007, and 2008. |
/s/ Magnus Nylund | 09/28/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |