Collins David C Form 4 LEARNING TREE INTERNATIONAL / DAVID C COLLINS ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

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

1. Name and Address of Reporting Person^*

COLLINS DAVID C

(Last) (First) (Middle)

C/O LEARNING TREE INTERNATIONAL, INC.

13650 DULLES TECHNOLOGY DRIVE

(Street)

HERNDON VA 20171

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/29/2018		S		3,768,479	D	$1	0	I	By The Collins Family Trust(1)
Common Stock	06/29/2018		S		177,640	D	$1	0	D
Common Stock	06/29/2018		S		1,382,205	D	$1	0	I	By Spouse(2)
Common Stock	06/29/2018		S		1,368,767	D	$1	0	I	By DCMA Holdings L.P.(3)
Common Stock	06/29/2018		S		270,000	D	$1	0	I	By The Collins Unitrust(4)
Common Stock	06/29/2018		S		238,323	D	$1	0	I	By The Adventures in Learning Foundation(5)
Common Stock	06/29/2018		S		289,918	D	$1	0	I	By The Collins Family Foundation(6)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The Reporting Person and Mrs. Mary C. Collins are the trustees of The David C. and Mary C. Collins Family Trust, dated January 20, 1997 (the "Collins Family Trust").

2. The Reporting Person disclaims beneficial ownership of the shares owned directly by his spouse, Mrs. Mary C. Collins, except to the extent of his pecuniary interest therein.

3. The Reporting Person and Mrs. Mary C. Collins are general partners of DCMA Holdings L.P., a family limited partnership; the Reporting Person disclaims beneficial ownership of the shares owned thereby, except to the extent of his pecuniary interest therein.

4. The Reporting Person and Mrs. Mary C. Collins are trustees of The Collins Charitable Remainder Unitrust No. 97-1 (the "Collins Unitrust"); the Reporting Person disclaims beneficial ownership of the shares owned thereby.

5. The Reporting Person and Mrs. Mary C. Collins are trustees of The Adventures in Learning Foundation; the Reporting Person disclaims beneficial ownership of the shares owned thereby.

6. The Reporting Person and Mrs. Mary C. Collins are officers of The Collins Family Foundation; the Reporting Person disclaims beneficial ownership of the shares owned thereby.

Remarks:

	/s/ David C. Collins	07/02/2018
	** Signature of Reporting Person	Date
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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