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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
STONINGTON PARTNERS INC II
(Last) (First) (Middle)
600 MADISON AVENUE, 16TH FLOOR
(Street)
NEW YORK, NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LINCOLN EDUCATIONAL SERVICES CORP [ LINC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/06/2010 S 3,000,000 D (1) 3,908,000 I See Footnote(2)(5)
Common Stock 13,441 D(3)(5)
Common Stock 13,441 D(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
STONINGTON PARTNERS INC II
(Last) (First) (Middle)
600 MADISON AVENUE, 16TH FLOOR
(Street)
NEW YORK, NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Back to School Acquisition, L.L.C.
(Last) (First) (Middle)
C/O STONINGTON PARTNERS INC. II
600 MADISON AVENUE, 16TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BURKE JAMES J JR
(Last) (First) (Middle)
C/O STONINGTON PARTNERS INC II
600 MADISON AVENUE, 16TH FLOOR
(Street)
NEW YORK, NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
MICHAS ALEXIS P
(Last) (First) (Middle)
C/O STONINGTON PARTNERS INC II
600 MADISON AVENUE, 16TH FLOOR
(Street)
NEW YORK, NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. The disposition of shares of Lincoln Educational Services Corporation (the "Company") is in connection with a registered public offering by Back to School Acquisition L.L.C. ("BSA") on April 6, 2010, based on a public offering price of $25.50 per share. After the underwriting discount of $0.35, BSA received $25.15 per share.
2. Stonington Partners, Inc. II is the general partner of Stonington Partners, L.P. ("SP") and SP is the general partner of the Stonington Capital Appreciation 1994 Fund, L.P. (the "Stonington Fund"). Stonington Partners, Inc. is the management company, which, pursuant to a management agreement with the Stonington Fund, has full discretionary authority with respect to the Stonington Fund's investments, including the authority to make and dispose of such investments. The Stonington Fund controls and has 100% economic interest in BSA, which is the registered owner of the shares of common stock.
3. Shares owned directly by James J. Burke, Jr.
4. Shares owned directly by Alexis P. Michas.
5. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest therein.
/s/ Alexis P. Michas 04/08/2010
/s/ James J. Burke Jr. 04/08/2010
/s/ James J. Burke Jr., Partner of Stonington Partners, Inc. II 04/08/2010
/s/ Alexis P. Michas, Vice President, Back to School Acquisition, L.L.C. 04/08/2010
** 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 4 (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).
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