Home > Insider Trading > Latest 13D and 13G Filings > 13G Filing (0001062993-19-000914)

Filing Details

Accession Number:: 0001062993-19-000914
Form Type:: 13G Filing
Publication Date:: 2019-02-14 15:23:55

Filed By:: Osmium Partners
Company:: Learning Tree International Inc. (OTCMKTS:LTRE)
Filing Date:: 2019-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
John H. Lewis	0	1,426,308	0	1,426,308	1,426,308	10.8%
Osmium Partners				1,426,308	1,426,308	10.8%
Osmium Capital				765,486	765,486	5.8%
Osmium Capital II				366,879	366,879	2.8%
Osmium Spartan				293,943	293,943	2.2%

Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

LEARNING TREE INTERNATIONAL, INC.
(Name of Issuer)

Common Stock, $.0001 par value
(Title of Class of Securities)

522015106
(CUSIP Number)

December 31, 2018
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 522015106

1.	Names of reporting persons.
	I.R.S. Identification Nos. of above persons (entities only).

	John H. Lewis
2.	Check the appropriate box if a member of a group (see instructions) (a) [ ] (b) [X]

3.	SEC use only

4.	Citizenship or place of organization

	United States

	5.	Sole voting power
Number of shares beneficially owned by each reporting person with:
		0
	6.	Shared voting power

		1,426,308
	7.	Sole dispositive power

		0
	8.	Shared dispositive power

		1,426,308

9.	Aggregate amount beneficially owned by each reporting person

	1,426,308
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]

11.	Percent of class represented by amount in Row (9)

	10.8%
12.	Type of reporting person (see instructions)

	IN

CUSIP No. 522015106

1.	Names of reporting persons.
	I.R.S. Identification Nos. of above persons (entities only).

	Osmium Partners, LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) [ ] (b) [X]

3.	SEC use only

4.	Citizenship or place of organization

	Delaware

	5.	Sole voting power
		0
Number of
shares	6.	Shared voting power
beneficially
owned by		1,426,308
each	7.	Sole dispositive power
reporting
person		0
with:	8.	Shared dispositive power

		1,426,308

9.	Aggregate amount beneficially owned by each reporting person

	1,426,308
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]

11.	Percent of class represented by amount in Row (9)

	10.8%
12.	Type of reporting person (see instructions)

	IA, OO

CUSIP No. 522015106

1.	Names of reporting persons.
	I.R.S. Identification Nos. of above persons (entities only).

	Osmium Capital, LP
2.	Check the appropriate box if a member of a group (see instructions) (a) [ ] (b) [X]

3.	SEC use only

4.	Citizenship or place of organization

	Delaware

	5.	Sole voting power

Number of		0
shares	6.	Shared voting power
beneficially
owned by		765,486
each	7.	Sole dispositive power
reporting
person		0
with:	8.	Shared dispositive power

		765,486

9.	Aggregate amount beneficially owned by each reporting person

	765,486
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]

11.	Percent of class represented by amount in Row (9)

	5.8%
12.	Type of reporting person (see instructions)

	PN

CUSIP No. 522015106

1.	Names of reporting persons.
	I.R.S. Identification Nos. of above persons (entities only).

	Osmium Capital II, LP
2.	Check the appropriate box if a member of a group (see instructions) (a) [ ] (b) [X]

3.	SEC use only

4.	Citizenship or place of organization

	Delaware

	5.	Sole voting power

Number of		0
shares	6.	Shared voting power
beneficially
owned by		366,879
each	7.	Sole dispositive power
reporting
person		0
with:	8.	Shared dispositive power

		366,879

9.	Aggregate amount beneficially owned by each reporting person 366,879

10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]

11.	Percent of class represented by amount in Row (9)

	2.8%
12.	Type of reporting person (see instructions)

	PN

CUSIP No. 522015106

1.	Names of reporting persons.
	I.R.S. Identification Nos. of above persons (entities only).

	Osmium Spartan, LP
2.	Check the appropriate box if a member of a group (see instructions) (a) [ ] (b) [X]

3.	SEC use only

4.	Citizenship or place of organization

	Delaware

	5.	Sole voting power

Number of		0
shares	6.	Shared voting power
beneficially
owned by		293,943
each	7.	Sole dispositive power
reporting
person		0
with:	8.	Shared dispositive power

		293,943

9.	Aggregate amount beneficially owned by each reporting person

	293,943
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]

11.	Percent of class represented by amount in Row (9)

	2.2%
12.	Type of reporting person (see instructions)

	PN

Item 1.

(a)	The name of the issuer is Learning Tree International, Inc. (the Issuer).

(b)	The principal executive office of the Issuer is located at 13650 Dulles Technology Drive, Herndon, VA, 20171.

Item 2.

(a)	This statement (this Statement) is being filed by John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company (Osmium Partners), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (the Fund) and Osmium Capital II, LP, a Delaware limited partnership (Fund II) and Osmium Spartan, LP, a Delaware limited partnership (Fund III) (all of the foregoing, collectively, the Filers). The Fund, Fund II and Fund III are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Fund, Fund II, and Fund III directly own the common shares reported in this Statement. Mr. Lewis and Osmium Partners may be deemed to share with the Fund, Fund II and Fund III (and not with any third party) voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Filer.

(b)	The Principal Business Office of the Filers is 300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904.

(c)	For citizenship information see Item 4 of the cover sheet of each Filer.

(d)	This Statement relates to the Common Stock of the Issuer.

(e)	The CUSIP Number of the Common Stock of the Issuer is 522015106.

Item 3.

Not applicable.

Item 4. Ownership.

See Items 5-9 and 11 on the cover page for each Filer, and Item 2. The percentage ownership of each Filer is based on 13,224,349 shares of Common Stock outstanding as of December 14, 2018, as reported on the Issuers Annual Report on Form 10-K for the fiscal year ended September 28, 2018 as filed with the SEC on December 21, 2018.

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2019

John H. Lewis

Osmium Partners, LLC

Osmium Capital, LP

Osmium Capital II, LP

Osmium Spartan, LP

By: /s/ John H. Lewis

John H. Lewis, for himself and as Managing Member of

Osmium Partners, LLC, for itself and as General Partner

of Osmium Capital, LP, Osmium Capital II LP and

Osmium Spartan, LP

EXHIBIT INDEX

Exhibit No.		Document

1		Joint Filing Agreement*

* Previously filed