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*
MILKEN MICHAEL R

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NOBEL LEARNING COMMUNITIES INC [ NLCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 05/07/2008 P 200,000 A $13.25 2,752,435(1) I See footnote(1)
Common Stock 33,400(2) D(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MILKEN MICHAEL R

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MILKEN LOWELL J

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
Explanation of Responses:
1. The shares are owned directly by Blesbok LLC, a Delaware limited liability company, and ET Holdings, L.L.C, a Delaware limited liability company. Michael R. Milken and Lowell J. Milken are the managers of Blesbok LLC. Michael R. Milken and Lowell J. Milken are the managers of Ridgeview Associates LLC, a California limited liability company, which is the sole manager of Hampstead Associates, L.L.C., a Delaware limited liability company, which is the sole manager of ET Holdings, L.L.C. In such capacities, Michael R. Milken and Lowell J. Milken may be deemd to beneficially own the shares held by Blesbok LLC and ET Holdings, L.L.C. but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
2. Shares held directly by Michael R. Milken.
/s/ MICHAEL R. MILKEN 05/08/2008
/s/ LOWELL J. MILKEN 05/08/2008
** 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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