SEC FORM 4

SEC Form 4

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^*

GAREN ERIC R

(Last)

(First)

(Middle)

400 NORTH CONTINENTAL BOULEVARD

SUITE 200

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEARNING TREE INTERNATIONAL INC [ LTRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2006		S⁽¹⁾		1,000⁽²⁾	D	$9.85	2,246,840⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		3,000⁽⁴⁾	D	$9.84	2,246,240⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		1,000⁽²⁾	D	$9.81	2,246,040⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		1,000⁽²⁾	D	$9.79	2,245,840⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		2,000⁽⁵⁾	D	$9.78	2,245,440⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		1,000⁽²⁾	D	$9.77	2,245,240⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		4,000⁽⁶⁾	D	$9.75	2,244,440⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		2,000⁽⁵⁾	D	$9.73	2,244,040⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		4,000⁽⁶⁾	D	$9.7	2,243,240⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		1,000⁽²⁾	D	$9.67	2,243,040⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		600⁽⁷⁾	D	$9.57	2,242,920⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		400⁽⁸⁾	D	$9.53	2,242,840⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		2,300⁽⁹⁾	D	$9.52	2,242,380⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		1,900⁽¹⁰⁾	D	$9.51	2,242,000⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		900⁽¹¹⁾	D	$9.48	2,241,820⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		1,000⁽²⁾	D	$9.47	2,241,620⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		300⁽¹²⁾	D	$9.46	2,241,560⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		600⁽⁷⁾	D	$9.45	2,241,440⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		100⁽¹³⁾	D	$9.44	2,241,420⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		300⁽¹²⁾	D	$9.42	2,241,360⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		600⁽⁷⁾	D	$9.41	2,241,240⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		800⁽¹⁴⁾	D	$9.4	2,241,080⁽³⁾	I⁽³⁾	See Footnote 16.
Common Stock	05/15/2006		S⁽¹⁾		200⁽¹⁵⁾	D	$9.38	2,241,040⁽¹⁶⁾	I⁽³⁾	See Footnote 16.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to that certain Rule 10b5-1 trading plan entered into by the reporting person as of May 10, 2004, amended as of March 7, 2006.

2. 200 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 350 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 100 shares sold by the Dynasty Trust, each an irrevoable CA trust established by the reporting person and his spouse f/b/o their children.

3. See Footnote 16 for explanation of ownership.

4. 600 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 1050 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 300 shares sold by the Dynasty Trust, each an irrevoable CA trust established by the reporting person and his spouse f/b/o their children.

5. 400 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 700 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 200 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o his children.

6. 800 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 1400 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 400 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

7. 120 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 210 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 60 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

8. 80 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 140 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 40 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

9. 460 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 805 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 230 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

10. 380 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 665 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 190 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

11. 180 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 315 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 90 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

12. 60 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 105 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 30 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

13. 20 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 35 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 10 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

14. 160 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 280 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 80 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

15. 40 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 70 shares sold by each of the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust, and 20 shares sold by the Dynasty Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

16. INCLUDES 876,268 shares held by the Garen Family Trust of which the reporting person and spouse are co-trustees; 414,520 shares held by each of Eric R. Garen 2005 Annuity Trust and Nancy Garen 2005 Annuity Trust; 234,139 shares held by each of Eric R. Garen 2006 Annuity Trust and Nancy Garen 2006 Annuity Trust; 67,454 shares held by the Garen Family Foundation, a Sect. 501(c)(3) exempt private foundation of which the reporting person and his spouse are co-trustees and disclaim beneficial ownership. EXCLUDES 1,171,065 shares held by certain trusts (the "Trusts") established by the reporting person and his spouse f/b/o their children: 157,999 shares held by the Garen Dynasty Trust, an irrevocable DE trust, 506,533 shares held by the Nicole Suzanne Garen Family Trust and 506,533 shares held by the Steven Robert Garen Family Trust, each an irrevocable CA trust. Beneficial ownership of all shares owned by the Trusts is disclaimed by the reporting person.

	/s/ Theodore E. Guth by P/A for Eric R. Garen	05/17/2006
	** Signature of Reporting Person	Date
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* 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).
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