Sec Form 4 Filing - Bartholdson John A. @ LINCOLN EDUCATIONAL SERVICES CORP - 2022-05-05

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 Bartholdson John A. 2. Issuer Name and Ticker or Trading Symbol LINCOLN EDUCATIONAL SERVICES CORP [ LINC] 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) 555 MADISON AVENUE, 24TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/05/2022 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/05/2022 A 9,009 A $ 6.66( 1 ) 38,531 D( 1 ) Common Stock 894,259 I See Footnote( 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( 3 ) 4,745,765( 4 )( 5 ) 11,200( 4 )( 5 ) I See Footnotes( 4 )( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bartholdson John A. 555 MADISON AVENUE 24TH FLOOR NEW YORK, NY10022 X X Signatures /s/ John A. Bartholdson 06/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of Restricted Stock valued at $60,000 on the date of grant, based on a price of $6.66, the closing price per share on the date of the grant. These restricted shares vest on the first anniversary of the grant date. ( 2 )These shares are held as follows: 880,259 shares by Juniper Targeted Opportunity Fund, L.P. ("Juniper Fund") and 14,000 shares by Juniper Multi-Strategy Fund, L.P. ("Juniper Multi-Strategy"). Juniper Investment Company, LLC ("Juniper Investment") serves as investment manager for Juniper Fund and Juniper Multi-Strategy. Mr. Bartholdson is a managing member of Juniper Investment and of the general partner of Juniper Fund and Juniper Multi-Strategy and, therefore, may be deemed to beneficially own the shares held by Juniper Fund and Juniper Multi-Strategy. Mr. Bartholdson disclaims beneficial ownership of holdings of Juniper Fund and Juniper Multi-Strategy reflected herein except to the extent of his pecuniary interest therein. ( 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. The number of shares of Common Stock issuable upon conversion of a Series A share is subject to increase in the event that dividends on Series A are not paid in cash. 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 shares held of record by Juniper Fund, with respect to 3,500 shares of Series A which convert into 1,483,052 shares of Common Stock, and by Juniper Targeted Opportunities, L.P. ("Juniper Targeted Opportunities") with respect to 7,700 shares of Series A which convert into 3,262,713 shares of Common Stock. Juniper Investment serves as the investment manager of Juniper Fund and Juniper Targeted Opportunities. ( 5 )(Footnote 4 continued). Mr. Bartholdson serves as a managing member of Juniper Investment and of the general partner of Juniper Fund and Juniper Targeted Opportunities and, therefore, may be deemed to beneficially own the shares held by Juniper Fund and Juniper Targeted Opportunities. Mr. Bartholdson disclaims beneficial ownership of the holdings of Juniper Fund and Juniper Targeted Opportunities reflected herein except to the extent of his pecuniary interest therein.

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).

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