Sec Form 13G Filing - Hart Steven Weber filing for LINCOLN EDUCATIONAL SERVICES C (LINC) - 2009-02-12

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

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

*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 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).

(i) Back to School Acquisition, LLC (“Stonington”), which is the largest stockholder of the issuer, and which is controlled by Stonington Partners, Inc. II, a private equity fund, is party to a Stockholders’ Agreement, dated as of September 15, 1999, with Five Mile River Capital Partners LLC (“FMRCP”) and the issuer (the “FMRCP Stockholders’ Agreement”). The Reporting Person may be deemed the beneficial owner of shares of Common Stock held by FMRCP by virtue of his ownership of membership interests in and/or position as President of Hart Capital LLC (“Hart Capital”), the managing member of FMRCP. Pursuant to the FMRCP Stockholders’ Agreement, Stonington has the power to direct the voting and, under certain circumstances, through the exercise of drag-along rights, the disposition, of all shares of Common Stock held by FMRCP.

(ii) The Reporting Person directly owns 4,512 shares of Common Stock. Stonington is party to a Stockholders’ Agreement, dated as of June 22, 2005, with the Reporting Person, the Steven W. Hart 2003 Grantor Retained Annuity Trust (which terminated by its own terms on December 24, 2005) and the issuer (the “Non-FMRCP Stockholders’ Agreement”). Pursuant to the Non-FMRCP Stockholders’ Agreement, Stonington has the power to direct the voting and, under certain circumstances, through the exercise of drag-along rights, the disposition, of all shares of Common Stock held by the Reporting Person.

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(iii) Does not include 10,364 shares of Common Stock held in trusts for the benefit of the Reporting Person’s children, as to which Mr. Hart’s wife serves as sole trustee, and 2,000 shares held by Mr. Hart’s wife, as to which he disclaims beneficial ownership.

(iv) The amount listed also includes 2,104,600 shares of Common Stock held by FMRCP. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by FMRCP.

(v) The percentage is based upon the number of shares of Common Stock outstanding at November 4, 2008 (25,458,821) as reported in the issuer’s Form 10-Q for the quarter ended September 30, 2008. The calculation assumes the exercise of all options to purchase shares of Common Stock beneficially owned by the Reporting Person.  

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(i) Back to School Acquisition, LLC (“Stonington”), which is the largest stockholder of the issuer, and which is controlled by Stonington Partners, Inc. II, a private equity fund, is party to a Stockholders’ Agreement, dated as of September 15, 1999, with Five Mile River Capital Partners LLC (“FMRCP”) and the issuer (the “FMRCP Stockholders’ Agreement”). The Reporting Person is the managing member of FMRCP. Pursuant to the FMRCP Stockholders’ Agreement, Stonington has the power to direct the voting and, under certain circumstances, through the exercise of drag-along rights, the disposition, of all shares of Common Stock held by FMRCP.

(ii) The amount listed includes shares of Common Stock held directly by FMRCP, of which the Reporting Person may be deemed the beneficial owner by virtue of its position as managing member of FMRCP. These shares are also reported by Mr. Steven W. Hart under shared voting power and shared dispositive power on Page 2 of this Schedule 13G. The Reporting Person disclaims beneficial ownership of these shares of Common Stock.

(iii) The percentage is based upon the number of shares of Common Stock outstanding at November 4, 2008 (25,458,821) as reported in the issuer’s Form 10-Q for the quarter ended September 30, 2008.

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(i) Back to School Acquisition, LLC (“Stonington”), which is the largest stockholder of the issuer, and which is controlled by Stonington Partners, Inc. II, a private equity fund, is party to a Stockholders’ Agreement, dated as of September 15, 1999, with Five Mile River Capital Partners LLC (“FMRCP”) and the issuer (the “FMRCP Stockholders’ Agreement”). The Reporting Person is the managing member of FMRCP. Pursuant to the FMRCP Stockholders’ Agreement, Stonington has the power to direct the voting and, under certain circumstances, through the exercise of drag-along rights, the disposition, of all shares of Common Stock held by FMRCP.

(ii) The amount listed includes shares of Common Stock held directly by FMRCP, of which the Reporting Person may be deemed the beneficial owner by virtue of its position as managing member of FMRCP. These shares are also reported by Mr. Steven W. Hart under shared voting power and shared dispositive power on Page 2 of this Schedule 13G. The Reporting Person disclaims beneficial ownership of these shares of Common Stock.

(iii) The percentage i s based upon the number of shares of Common Stock outstanding at November 4, 2008 (25,458,821) as reported in the issuer’s Form 10-Q for the quarter ended September 30, 2008.

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Signature

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

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Exhibit 1

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Exhibit 2

JOINT FILING AGREEMENT

Steven W. Hart, Hart Capital LLC, a Delaware limited liability company, and Five Mile River Capital Partners LLC, a Delaware limited liability company, each hereby agree, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13G filed herewith, and any amendments thereto, relating to the shares of Common Stock of Lincoln Educational Services Corporation is, and will be, jointly filed on behalf of each such person and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby executes this Agreement as of the date set forth below.

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