SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
LEARNING TREE INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
Eric R. Garen
140 N. Bristol Avenue
Los Angeles, CA 90049
310.413.4767
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 21, 2014
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .. ¨
CUSIP No. 522015106 | SCHEDULE 13D | Page 2 of 8 Pages |
1 | NAME OF REPORTING PERSONS
Eric R. Garen | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
Not applicable | |||||
5 | CHECK BOX 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
3,145,106 | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
3,145,106 | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,300,105 (see Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.95% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
CUSIP No. 522015106 | SCHEDULE 13D | Page 3 of 8 Pages |
1 | NAME OF REPORTING PERSONS
Nancy Garen | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
Not applicable | |||||
5 | CHECK BOX 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
3,145,106 | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
3,145,106 | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,300,105 (see Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.95% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
CUSIP No. 522015106 |
SCHEDULE 13D | Page 4 of 8 Pages |
1 | NAME OF REPORTING PERSONS
Kenneth J. Anderson | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
Not applicable | |||||
5 | CHECK BOX 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
154,999 | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
154,999 | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,999 (see Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
CUSIP No. 522015106 |
SCHEDULE 13D | Page 5 of 8 Pages |
1 | NAME OF REPORTING PERSONS
Garen Family Foundation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
Not applicable | |||||
5 | CHECK BOX 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
218,808 | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
218,808 | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,808 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
CUSIP No. 522015106 | SCHEDULE 13D | Page 6 of 8 Pages |
This Amendment No. 8 relates to the Schedule 13D filed with the Securities and Exchange Commission on January 31, 2002 as amended by Amendment No. 2 to Schedule 13D filed on March 25, 2004, Amendment No. 3 to Schedule 13D filed on May 21, 2004, Amendment No. 4 to Schedule 13D filed on March 9, 2006, Amendment No. 5 to Schedule 13D filed on April 17, 2006, Amendment No. 6 to Schedule 13D filed on October 26, 2006, and Amendment No. 7 to Schedule 13D filed on June 26, 2014 (as amended, the Statement.), relating to the common stock (the Common Stock) of Learning Tree International, Inc. a Delaware corporation (the Issuer). The address of the Issuers principal executive office is 1831 Michael Farraday Drive, Reston, Virginia 20190.
Items 4 and 5 of the Statement are hereby amended and supplemented as follows:
Item 4. | Purpose of Transaction |
On December 21, 2014, Mr. Garen submitted his resignation from the Board of Directors of the Issuer, effective December 31, 2014. With his resignation from the Board, Mr. Garen will also cease serving as Vice Chairman effective December 31, 2014.
CUSIP No. 522015106 | SCHEDULE 13D | Page 7 of 8 Pages |
Item 5. | Interest in Securities of the Issuer. |
(a) According to the Issuer Report on Form 10-K filed December 18, 2014, the Issuer had an aggregate of 13,222,539 shares of Common Stock outstanding as of December 1, 2014.
The aggregate number of shares of Common Stock beneficially owned by Eric and Nancy Garen is 3,300,105 shares constituting 24.95% of the outstanding shares of Common Stock, of which (1) 2,926,298 shares are owned by the Garen Family Trust, of which Eric and Nancy Garen are co-trustees and as to which each has sole voting and dispositive power; (2) 218,808 shares are owned by the Garen Family Foundation, of which Eric and Nancy Garen are co-trustees and as to which each has sole voting and dispositive power and each disclaims beneficial ownership; and (3) an aggregate of 154,999 shares of Common Stock are owned by the Garen Dynasty Trust and as to which the Garens lack voting and dispositive power and disclaim beneficial ownership.
The shares of Common Stock listed for Mr. Anderson include 154,999 shares held by the Garen Dynasty Trust, constituting 1.2% of the outstanding shares of Common Stock of the Issuer. Mr. Anderson has sole voting and dispositive power over and disclaims beneficial ownership of such shares.
Beneficial ownership of the Reporting Persons is summarized below:
Capacity | Eric Garen | Nancy Garen | Kenneth J. Anderson | |||||||||
As trustee of the Garen Family Trust |
2,926,298 | 2,926,298 | 0 | |||||||||
As trustee of the Garen Family Foundation |
218,808 | 218,808 | 0 | |||||||||
As trustee of the Garen Dynasty Trust |
0 | 0 | 154,999 | |||||||||
Total |
3,145,106 | 3,145,106 | 154,999 |
(b) The voting and dispositive power of the Garens and Mr. Anderson is summarized below:
Eric Garen | Nancy Garen | Kenneth J. Anderson | ||||||||||
Sole Voting and Dispositive Power |
3,145,106 | 3,145,106 | 154,999 | |||||||||
Shared Voting and Dispositive Power |
0 | 0 | 0 |
(c) The Reporting Persons have not engaged in any transactions in the Shares in the past 60 days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock described in this Item 5.
CUSIP No. 522015106 | SCHEDULE 13D | Page 8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 23, 2014
/s/ Eric R. Garen |
Eric R. Garen |
/s/ Nancy Garen |
Nancy Garen |
/s/ Kenneth J. Anderson |
Kenneth J. Anderson |
Garen Family Foundation |
/s/ Eric R. Garen |
Eric R. Garen, Trustee |