Sec Form 4 Filing - Gruneich Kevin @ LEARNING TREE INTERNATIONAL, INC. - 2018-10-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gruneich Kevin 2. Issuer Name and Ticker or Trading Symbol LEARNING TREE INTERNATIONAL, INC. [ LTRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4890 ENCLAVE WAY 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2018 (Street) PARK CITY, UT84098 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Convertible Promissory Note $ 1 10/01/2018 J 1,000,000 ( 1 ) 10/01/2018 06/29/2028 Common Stock 1,000,000 $ 0 3,000,000 I By Legacy Trust ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gruneich Kevin 4890 ENCLAVE WAY PARK CITY, UT84098 X X KEVIN ROSS GRUNEICH LEGACY TRUST 4890 ENCLAVE WAY PARK CITY, UT84098 X GRUNEICH DONNA 4890 ENCLAVE WAY PARK CITY, UT84098 X Signatures /s/Kevin Gruneich 10/03/2018 Signature of Reporting Person Date /s/Donna Gruneich, as trustee of the Kevin Ross Gruneich Legacy Trust 10/03/2018 Signature of Reporting Person Date /s/Donna Gruneich 10/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects an increase in the number of shares into which the convertible promissory note may convert due to a $1,000,000 draw by the Issuer under the associated line of credit agreement. ( 2 )These securities are held by The Kevin Ross Gruneich Legacy Trust (the "Legacy Trust") for which the designated Reporting Person's spouse, Donna Grunreich, serves as Trustee. Each of Kevin Gruneich and Donna Gruneich disclaims beneficial ownership of the securities held by the Legacy Trust except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

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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