Page 5 of 8 – SEC Filing
| CUSIP NO. 533535100 | 13D | Page 5 |
This Amendment No. 2 to
Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 2”) amends the Statement of Beneficial Ownership
on Schedule 13D filed by the Reporting Persons on November 23, 2016 (as amended, the “Schedule 13D” or this “Statement”),
with respect to the Common Stock, no par value per share (the “Common Stock”), of Lincoln Educational Services Corporation,
a New Jersey corporation (the “Company”). Except as amended and supplemented by this Amendment No. 2, the Schedule
13D remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
The total cost for purchasing
the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately $2,722,990. The
source of these funds was working capital of the Fund.
Item 4. Purpose of Transaction.
On August 31, 2017, the
Reporting Persons sent a letter to the Company and Universal Technical Institute, Inc., a copy of which is included in Exhibit
99.1 hereto and is incorporated herein by reference (the “Letter”).
The Reporting Persons acquired
the shares of Common Stock reported in this Statement for investment purposes. The Reporting Persons may in the future acquire
additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by the Reporting Persons in open-market
transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the shares of Common Stock,
on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.
Except as set forth herein
and in the Letter, none of the Reporting Persons has any present plan or proposal that would result in any of the actions described
in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any
such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the
actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The
Reporting Persons beneficially own in the aggregate 1,650,732 shares of Common Stock, which represents approximately 6.7% of the
Company’s outstanding shares of Common Stock.
The Fund directly holds
the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on
the cover page to this Statement. None of the other Reporting Persons directly hold any of the shares of Common Stock disclosed
in this Statement.
Each percentage ownership
of shares of Common Stock set forth in this Statement is based on 24,719,055 shares of Common Stock reported by the Company as
outstanding as of August 8, 2017 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August
10, 2017.
The GP, as general partner
of the Fund, and Mr. Putnam, as managing member of the GP, may be deemed to have the shared power to direct the voting and disposition
of shares of Common Stock beneficially owned by the Fund, and consequently the GP and Mr. Putnam may be deemed to have indirect
beneficial ownership of such shares. The GP and Mr. Putnam disclaim such beneficial ownership.
