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)
08/18/2006

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	08/18/2006		S⁽¹⁾		100⁽²⁾	D	$8.15	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/18/2006		S⁽¹⁾		400⁽⁴⁾	D	$8.14	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/18/2006		S⁽¹⁾		1,100⁽⁵⁾	D	$8.12	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/18/2006		S⁽¹⁾		400⁽⁴⁾	D	$8.11	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/18/2006		S⁽¹⁾		700⁽⁶⁾	D	$8.1	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/18/2006		S⁽¹⁾		300⁽⁷⁾	D	$8.09	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/21/2006		S⁽¹⁾		300⁽⁷⁾	D	$8.05	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/21/2006		S⁽¹⁾		200⁽⁸⁾	D	$7.93	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/21/2006		S⁽¹⁾		100⁽²⁾	D	$7.89	2,238,480⁽³⁾	I	Footnote 9.
Common Stock	08/21/2006		S⁽¹⁾		200⁽⁸⁾	D	$7.88	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/21/2006		S⁽¹⁾		300⁽⁷⁾	D	$7.82	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/21/2006		S⁽¹⁾		400⁽⁴⁾	D	$7.81	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/22/2006		S⁽¹⁾		200⁽⁸⁾	D	$7.8	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/22/2006		S⁽¹⁾		400⁽⁴⁾	D	$7.73	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/22/2006		S⁽¹⁾		300⁽⁷⁾	D	$7.72	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/22/2006		S⁽¹⁾		200⁽⁸⁾	D	$7.7	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/22/2006		S⁽¹⁾		100⁽²⁾	D	$7.68	2,238,480⁽³⁾	I	See Footnote 9.
Common Stock	08/22/2006		S⁽¹⁾		100⁽²⁾	D	$7.67	2,238,480⁽⁹⁾	I	See Footnote 9.

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 a Rule 10b5-1 trading plan entered into by the reporting person as of May 10, 2004, and amended as of March 7, 2006.

2. 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; 10 shares sold by the Garen Dynasty Trust, 35 shares sold by the Nicole Suzanne Garen Family Trust, 35 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

3. See Footnote 9 for explanation of ownership.

4. 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; 40 shares sold by the Garen Dynasty Trust, 140 shares sold by the Nicole Suzanne Garen Family Trust, 140 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

5. 220 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; 110 shares sold by the Garen Dynasty Trust, 385 shares sold by the Nicole Suzanne Garen Family Trust, 385 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

6. 140 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 the Garen Dynasty Trust, 245 shares sold by the Nicole Suzanne Garen Family Trust, 245 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

7. 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; 30 shares sold by the Garen Dynasty Trust, 105 shares sold by the Nicole Suzanne Garen Family Trust, 105 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

8. 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; 20 shares sold by the Garen Dynasty Trust, 70 shares sold by the Nicole Suzanne Garen Family Trust, 70 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.

9. Ownership 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 the Eric Garen 2005 Annuity Trust and the Nancy Garen 2005 Annuity Trust; 234,139 shares held by each of the Eric Garen 2006 Annuity Trust and the Nancy Garen 2006 Annuity Trust; 64,894 shares held by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person and spouse are co-trustees and disclaim beneficial ownership. EXCLUDES aggregate of 1,160,825 shares held by certain trusts ("Trusts") established by the reporting person and spouse f/b/o their children: 156,719 shares held by the Garen Dynasty Trust, an irrevocable DE trust, 502,053 shares held by the Nicole Suzanne Garen Family Trust and 502,053 shares held by the Steven Robert Garen Family Trust, each an irrevocable CA trust. The reporting person disclaims beneficial ownership of all shares owned by the Trusts.

	/s/ Theodore E. Guth by P/A for Eric R. Garen	08/22/2006
	** 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).
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