Sec Form 3 Filing - Juniper Investment Company, LLC @ LINCOLN EDUCATIONAL SERVICES CORP - 2019-11-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Juniper Investment Company, LLC
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)
(Last) (First) (Middle)
555 MADISON AVE, 24TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/14/2019
(Street)
NEW YORK, NY10022
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
Common Stock 452,413 I Juniper Targeted Opportunity Fund, L.P. ( 1 )
Common Stock 16,393 I Alexis P. Michas ( 2 )
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
Series A Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 4,745,764 I See footnotes ( 4 ) ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Juniper Investment Company, LLC
555 MADISON AVE
24TH FLOOR
NEW YORK, NY10022
X
Juniper Targeted Opportunities, LP
555 MADISON AVENUE, 24TH FLOOR
NEW YORK, NY10022
X
MICHAS ALEXIS P
555 MADISON AVE
24TH FLOOR
NEW YORK, NY10022
X
Bartholdson John A.
555 MADISON AVE
24TH FLOOR
NEW YORK, NY10022
X X
Signatures
Juniper Investment Company, LLC, By: /s/ John A. Bartholdson, Managing Member of Juniper Investment Company, LLC 11/22/2019
Signature of Reporting Person Date
Juniper Targeted Opportunities, L.P., By: Juniper TO Investors, LLC, its general partner, By: /s/ John A. Bartholdson, Managing Member of Juniper TO Investors, LLC 11/22/2019
Signature of Reporting Person Date
/s/ Alexis P. Michas 11/22/2019
Signature of Reporting Person Date
/s/ John A. Bartholdson 11/22/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities held of record by Juniper Targeted Opportunity Fund, L.P. ("Juniper Fund").
( 2 )Represents securities held of record by Alexis P. Michas.
( 3 )The Series A Convertible Preferred Stock ("Series A") is convertible into the Issuer's Common Stock on a 423.729-for-one basis at any time at the holder's election and has no expiration date. Beginning on November 14, 2022, the holder may be required by the Issuer to convert the Series A into Common Stock upon satisfaction of certain requirements.
( 4 )Represents securities held of record by Juniper Fund, with respect to 3,500 Series A that on a 423.729-for-one basis convert into 1,483,051 shares of Issuer's Common Stock, and Juniper Targeted Opportunities, L.P. ("Juniper Targeted Opportunities"), with respect to 7,700 Series A that on a 423.729-for-one basis convert into 3,262,713 shares of Issuer's Common Stock.
( 5 )Juniper Investment Company, LLC ("Juniper Investment") is the investment manager of Juniper Fund and Juniper Targeted Opportunities and may be deemed to beneficially own the securities held by Juniper Fund and Juniper Targeted Opportunities. Alexis P. Michas and John A. Bartholdson ("Managing Members") are the managing members of Juniper Investment, Juniper HF Investors II, LLC (the general partner of Juniper Fund) and Juniper TO Investors, LLC (the general partner of Juniper Targeted Opportunities), through which the Managing Members may be deemed to have an indirect beneficial ownership with respect to the securities held by Juniper Fund and Juniper Targeted Opportunities. On November 14, 2019, Mr. Bartholdson was appointed to the board of directors of the Issuer.
( 6 )Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests.

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