SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

Lincoln Educational Services Corporation

(Name of Issuer)

 

Common Stock, no par value per share

(Title of Class of Securities)

533535100

(CUSIP Number)

 

Justyn R. Putnam

Managing Member

TALANTA Investment Group, LLC

525 N. Tryon Street, 16th Floor

Charlotte, NC 28202

(704) 904-1450

 

with a copy to

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

November 30, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

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

 

The information required on 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. 533535100

13D

Page 2

 

1	NAMES OF REPORTING PERSONS   TALANTA INVESTMENT GROUP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO; AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,565,524
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,565,524
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,565,524
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.9%
14	TYPE OF REPORTING PERSON   OO

 

CUSIP NO. 533535100

13D

Page 3

 

1	NAMES OF REPORTING PERSONS   TALANTA FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,565,524
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,565,524
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,565,524
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.9%
14	TYPE OF REPORTING PERSON   PN

 

CUSIP NO. 533535100

13D

Page 4

 

1	NAMES OF REPORTING PERSONS   JUSTYN R. PUTNAM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO; AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,565,524
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,565,524
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,565,524
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.9%
14	TYPE OF REPORTING PERSON   IN

 

CUSIP NO. 533535100

13D

Page 5

 

This Amendment No. 6 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 6”) 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”). The Company reports that its principal executive offices are located at 14 Sylvan Way, Suite A, Parsippany, New Jersey 07054. Except as amended and supplemented by this Amendment No. 6, the Schedule 13D remains unchanged.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented by adding the following:

 

On November 30, 2022, the Company converted its 12,700 outstanding shares of Series A Preferred Stock into an aggregate of 5,381,360 shares of Common Stock at a conversion ratio of 423.729 shares of Common Stock for each share of Series A Preferred Stock (the “Conversion”). The Fund, which held 1,500 shares of Series A Preferred Stock prior to the Conversion, was issued 635,594 shares of Common Stock pursuant to the Conversion. Following the Conversion, the Fund no longer holds any shares of Series A Preferred Stock.

 

Item 5. Interest in Securities of the Issuer.

 

(a) The Reporting Persons beneficially own in the aggregate 1,565,524 shares of Common Stock, which represents approximately 4.9% 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 26,255,580 shares of Common Stock reported by the Company as outstanding as of November 7, 2022 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2022, plus 5,381,360 shares of Common Stock issued pursuant to the Conversion.

 

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.

 

(c) Transactions effected by each of the Reporting Persons in the Common Stock in the last 60 days are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market. In addition, on November 30, 2022, the Fund was issued 635,594 shares of Common Stock pursuant to the Conversion.

 

(e) As of November 30, 2022, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock.

 

 

CUSIP NO. 533535100

13D

Page 6

 

Signature

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

	Dated: November 30, 2022
	TALANTA INVESTMENT GROUP, LLC
	By:	/s/ Justyn R. Putnam
	Name:	Justyn R. Putnam
	Title:	Managing Member
	TALANTA FUND, L.P.
	By:	TALANTA Investment Group, LLC,
		its General Partner
		By:	/s/ Justyn R. Putnam
		Name:	Justyn R. Putnam
		Title:	Managing Member
	/s/ Justyn R. Putnam
	JUSTYN R. PUTNAM

 

 

CUSIP NO. 533535100

13D

Page 7

 

Schedule A

 

Transactions by the Fund in the Common Stock in the last 60 days:

 

Transaction Date		Number of Shares Bought/(Sold)				Price Per Share ($)
10/3/2022			(2,000	)			5.53
10/3/2022			(6	)			5.58
10/4/2022			(500	)			5.76
10/5/2022			(1,000	)			5.65
10/5/2022			(1,000	)			5.65
10/5/2022			(1,000	)			5.68
10/5/2022			(1,000	)			5.72
10/5/2022			(1,000	)			5.73
10/6/2022			(1,000	)			5.67
10/10/2022			(1,000	)			5.45
10/10/2022			(1,000	)			5.50