FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/14/2019 |
3. Issuer Name and Ticker or Trading Symbol
LINCOLN EDUCATIONAL SERVICES CORP [ LINC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 452,413 | I | Juniper Targeted Opportunity Fund, L.P.(1) |
Common Stock | 16,393 | I | Alexis P. Michas(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (3) | (3) | Common Stock | 4,745,764 | (3) | I | See footnotes(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents securities held of record by Juniper Targeted Opportunity Fund, L.P. ("Juniper Fund"). |
2. Represents securities held of record by Alexis P. Michas. |
3. The Series A Convertible Preferred Stock ("Series A") is convertible into the Issuer's Common Stock on a 423.729-for-one basis at any time at the holder's election and has no expiration date. Beginning on November 14, 2022, the holder may be required by the Issuer to convert the Series A into Common Stock upon satisfaction of certain requirements. |
4. Represents securities held of record by Juniper Fund, with respect to 3,500 Series A that on a 423.729-for-one basis convert into 1,483,051 shares of Issuer's Common Stock, and Juniper Targeted Opportunities, L.P. ("Juniper Targeted Opportunities"), with respect to 7,700 Series A that on a 423.729-for-one basis convert into 3,262,713 shares of Issuer's Common Stock. |
5. Juniper Investment Company, LLC ("Juniper Investment") is the investment manager of Juniper Fund and Juniper Targeted Opportunities and may be deemed to beneficially own the securities held by Juniper Fund and Juniper Targeted Opportunities. Alexis P. Michas and John A. Bartholdson ("Managing Members") are the managing members of Juniper Investment, Juniper HF Investors II, LLC (the general partner of Juniper Fund) and Juniper TO Investors, LLC (the general partner of Juniper Targeted Opportunities), through which the Managing Members may be deemed to have an indirect beneficial ownership with respect to the securities held by Juniper Fund and Juniper Targeted Opportunities. On November 14, 2019, Mr. Bartholdson was appointed to the board of directors of the Issuer. |
6. Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests. |
Juniper Investment Company, LLC, By: /s/ John A. Bartholdson, Managing Member of Juniper Investment Company, LLC | 11/22/2019 | |
Juniper Targeted Opportunities, L.P., By: Juniper TO Investors, LLC, its general partner, By: /s/ John A. Bartholdson, Managing Member of Juniper TO Investors, LLC | 11/22/2019 | |
/s/ Alexis P. Michas | 11/22/2019 | |
/s/ John A. Bartholdson | 11/22/2019 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |