1. |
Names of reporting persons. |
|
I.R.S. Identification Nos. of above persons (entities
only). |
|
|
|
Osmium Partners, LLC |
2. |
Check the appropriate box if a member of a group (see
instructions) (a) [ ] (b) [X] |
|
|
3. |
SEC use only |
|
|
4. |
Citizenship or place of organization |
|
|
|
Delaware |
|
5. |
Sole voting power |
|
|
0 |
Number of |
|
|
shares |
6. |
Shared voting power |
beneficially |
|
|
owned by |
|
1,426,308 |
each |
7. |
Sole dispositive power |
reporting |
|
|
person |
|
0 |
with: |
8. |
Shared dispositive power |
|
|
|
|
|
1,426,308 |
9. |
Aggregate amount beneficially owned by each reporting
person |
|
|
|
1,426,308 |
10. |
Check if the aggregate amount in Row (9) excludes certain
shares (see instructions) [ ] |
|
|
11. |
Percent of class represented by amount in Row (9) |
|
|
|
10.8% |
12. |
Type of reporting person (see instructions) |
|
|
|
IA, OO |
CUSIP No. 522015106
1. |
Names of reporting persons. |
|
I.R.S. Identification Nos. of above persons (entities
only). |
|
|
|
Osmium Capital, LP |
2. |
Check the appropriate box if a member of a group (see
instructions) (a) [ ] (b) [X] |
|
|
3. |
SEC use only |
|
|
4. |
Citizenship or place of organization |
|
|
|
Delaware |
|
5. |
Sole voting power |
|
|
|
Number of |
|
0 |
shares |
6. |
Shared voting power |
beneficially |
|
|
owned by |
|
765,486 |
each |
7. |
Sole dispositive power |
reporting |
|
|
person |
|
0 |
with: |
8. |
Shared dispositive power |
|
|
|
|
|
765,486 |
9. |
Aggregate amount beneficially owned by each reporting
person |
|
|
|
765,486 |
10. |
Check if the aggregate amount in Row (9) excludes certain
shares (see instructions) [ ] |
|
|
11. |
Percent of class represented by amount in Row (9) |
|
|
|
5.8% |
12. |
Type of reporting person (see instructions) |
|
|
|
PN |
CUSIP No. 522015106
1. |
Names of reporting persons. |
|
I.R.S. Identification Nos. of above persons (entities
only). |
|
|
|
Osmium Capital II, LP |
2. |
Check the appropriate box if a member of a group (see
instructions) (a) [ ] (b) [X] |
|
|
3. |
SEC use only |
|
|
4. |
Citizenship or place of organization |
|
|
|
Delaware |
|
5. |
Sole voting power |
|
|
|
Number of |
|
0 |
shares |
6. |
Shared voting power |
beneficially |
|
|
owned by |
|
366,879 |
each |
7. |
Sole dispositive power |
reporting |
|
|
person |
|
0 |
with: |
8. |
Shared dispositive power |
|
|
|
|
|
366,879 |
9. |
Aggregate amount beneficially owned by each reporting person
366,879 |
|
|
10. |
Check if the aggregate amount in Row (9) excludes certain
shares (see instructions) [ ] |
|
|
11. |
Percent of class represented by amount in Row (9) |
|
|
|
2.8% |
12. |
Type of reporting person (see instructions) |
|
|
|
PN |
CUSIP No. 522015106
1. |
Names of reporting persons. |
|
I.R.S. Identification Nos. of above persons (entities
only). |
|
|
|
Osmium Spartan, LP |
2. |
Check the appropriate box if a membe
r of a group (see
instructions) (a) [ ] (b) [X] |
|
|
3. |
SEC use only |
|
|
4. |
Citizenship or place of organization |
|
|
|
Delaware |
|
5. |
Sole voting power |
|
|
|
Number of |
|
0 |
shares |
6. |
Shared voting power |
beneficially |
|
|
owned by |
|
293,943 |
each |
7. |
Sole dispositive power |
reporting |
|
|
person |
|
0 |
with: |
8. |
Shared dispositive power |
|
|
|
|
|
293,943 |
9. |
Aggregate amount beneficially owned by each reporting
person |
|
|
|
293,943 |
10. |
Check if the aggregate amount in Row (9) excludes certain
shares (see instructions) [ ] |
|
|
11. |
Percent of class represented by amount in Row (9) |
|
|
|
2.2% |
12. |
Type of reporting person (see instructions) |
|
|
|
PN |
Item 1.
(a) |
The name of the issuer is Learning Tree International,
Inc. (the Issuer). |
|
|
(b) |
The principal executive office of the Issuer is located
at 13650 Dulles Technology Drive, Herndon, VA,
20171. |
Item 2.
(a) |
This statement (this Statement) is being filed by John
H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware
limited liability company (Osmium Partners), which serves as the general
partner of Osmium Capital, LP, a Delaware limited partnership (the Fund)
and Osmium Capital II, LP, a Delaware limited partnership (Fund II) and
Osmium Spartan, LP, a Delaware limited partnership (Fund III) (all of
the foregoing, collectively, the Filers). The Fund, Fund II and Fund III
are private investment vehicles formed for the purpose of investing and
trading in a wide variety of securities and financial instruments. The
Fund, Fund II, and Fund III directly own the common shares reported in
this Statement. Mr. Lewis and Osmium Partners may be deemed to share with
the Fund, Fund II and Fund III (and not with any third party) voting and
dispositive power with respect to such shares. Each Filer disclaims
beneficial ownership with respect to any shares other than the shares
owned directly by such Filer. |
|
|
(b) |
The Principal Business Office of the Filers is 300 Drakes
Landing Road, Suite 172, Greenbrae, CA 94904. |
|
|
(c) |
For citizenship information see Item 4 of the cover sheet
of each Filer. |
|
|
(d) |
This Statement relates to the Common Stock of the
Issuer. |
|
|
(e) |
The CUSIP Number of the Common Stock of the Issuer is
522015106. |
Item 3.
Not applicable.
Item
4.
Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and Item
2. The percentage ownership of each Filer is based on 13,224,349 shares of
Common Stock outstanding as of December 14, 2018, as reported on the Issuers
Annual Report on Form 10-K for the fiscal year ended September 28, 2018 as filed
with the SEC on December 21, 2018.
Item
5.
Ownership of Five Percent or Less of a Class
Not applicable.
Item
6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item
7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the
Parent
Holding Company.
Not applicable.
Item
8.
Identification and Classification of Members of the Group
Not applicable.
Item
9.
Notice of Dissolution of Group
Not applicable.
Item
10.
Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 14, 2019
John H. Lewis |
Osmium Partners, LLC |
Osmium Capital, LP |
Osmium Capital II, LP |
Osmium Spartan, LP |
|
By:
/s/ John H.
Lewis
|
John H. Lewis, for himself and as Managing Member of |
Osmium Partners, LLC, for itself and as General Partner
|
of Osmium Capital, LP, Osmium Capital II LP and |
Osmium Spartan, LP |
EXHIBIT INDEX
Exhibit No. |
|
Document |
|
|
|
1 |
|
Joint Filing
Agreement* |
* Previously filed