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United States securities and exchange commission logo
September 15, 2020
Scott M. Shaw
Chief Executive Officer
Lincoln Educational Services Corp.
200 Executive Drive, Suite 340
West Orange, New Jersey 07052
Re: Lincoln Educational
Services Corp
Registration
Statement on Form S-3
Filed August 31,
2020
File No. 333-248506
Dear Mr. Shaw:
We have limited our review of your registration statement to
those issues we have
addressed in our comment. In some our comment, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to our comment, we may have additional comments.
Form S-3 filed August 31, 2020
General
1. It appears that you are
registering for resale the common stock that the 12,700 shares of
Preferred Stock you
issued in a private placement last year are convertible into, based
upon your definition of
Conversion Shares, which you use under the headings
"Description of Capital
Stock" and "Selling Stockholders." If you intend to register these
shares, please revise
your facing page, prospectus cover page and your disclosure to
identify the aggregate
number of shares you are registering for resale. While you may
omit certain
disclosures concerning the identity of the selling stockholders pursuant to
Rule 430B under the
Securities Act of 1933, you are not permitted to omit the aggregate
number of shares you
are registering on behalf of the selling stockholders. Please revise.
Scott M. Shaw
Lincoln Educational Services Corp.
September 15, 2020
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Scott Anderegg at 202-551-3342 or Mara Ransom at
202-551-3264 if
you have any questions.
FirstName LastNameScott M. Shaw Sincerely,
Comapany NameLincoln Educational Services Corp.
Division of
Corporation Finance
September 15, 2020 Page 2 Office of Trade &
Services
FirstName LastName