X0203 3 2010-12-07 0 0000721237 NOBEL LEARNING COMMUNITIES INC NLCI 0000899083 WYNNEFIELD PARTNERS SMALL CAP VALUE LP 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251565 WYNNEFIELD PARTNERS SMALL CAP VALUE LP I 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001030806 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD 450 SEVENTH AVE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001056835 WYNNEFIELD CAPITAL MANAGEMENT LLC 450 SEVENTH AVE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251567 WYNNEFIELD CAPITAL INC 450 SEVENTH AVE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001251568 LANDES JOSHUA 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 0001017043 OBUS NELSON 450 SEVENTH AVENUE SUITE 509 NEW YORK NY 10123 0 0 1 0 Common Stock, $0.001 par value per share 354467 D Common Stock, $0.001 par value per share 472495 I See footnote Common Stock, $0.001 par value per share 231797 I See footnote Common Stock, $0.001 par value per share 16900 I See footnote On the date hereof, Wynnefield Partners Small Cap Value, L.P. (the "Reporting Person") directly beneficially owns 354,467 shares of common stock, par value $0.001 per share ("Common Stock") of Nobel Learning Communities, Inc. (NLCI). Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the reporting Person directly beneficially owns. Wynnefield Capital Management, LLC, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 472,495 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value, L.P. I directly beneficially owns. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 231,797 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc., as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Wynnefield Capital, Inc., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 16,900 shares of Common Stock, which are directly beneficially owned by Wynnefield Capital, Inc. Profit Sharing Plan, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Each of the Reporting Owners identified in this statement disclaims beneficial ownership of the securities reported in this statement except to the extent of their individual respective pecuniary interest in such securities. This statement shall not be deemed an admission that any of the Reporting Owners identified in this statement are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 2011-01-26 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 2011-01-26 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc., /s/ Nelson Obus, President 2011-01-26 WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member 2011-01-26 WYNNEFIELD CAPITAL, INC., /s/ Nelson Obus, President 2011-01-26 /s/ Nelson Obus 2011-01-26 /s/ Joshua Landes 2011-01-26