Bartholdson John A. Form 4 LINCOLN EDUCATIONAL SERVICES / John A. Bartholdson 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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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^*

Bartholdson John A.

(Last) (First) (Middle)

555 MADISON AVENUE

24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2022

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	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 (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
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)

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.

	/s/ John A. Bartholdson	06/02/2022
	** Signature of Reporting Person	Date
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