LINCOLN EDUCATIONAL SERVICES CORP — Director's Dealing 2009

Dec 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LINCOLN EDUCATIONAL SERVICES CORP (LINC)
CIK: 0001286613
Period of Report: 2009-12-21

Reporting Person: STONINGTON PARTNERS INC II (10% Owner)
Reporting Person: BURKE JAMES J JR (Director)
Reporting Person: MICHAS ALEXIS P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-21	Common Stock	S	1250000	$20.95	Disposed	6908000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13441	Direct
Common Stock	13441	Direct

Footnotes

F1: On December 15, 2009, Lincoln Educational Services Corporation (the "Company") entered into a definitive stock repurchase
agreement with Back to School Acquisition, L.L.C., its principal shareholder ("BTS"), relating to the Company's repurchase
of 1,250,000 shares of the Company's common stock owned by BTS at a purchase price of $20.95 per share or an aggregate purchase price of $26,187,500.

F2: Stonington Partners, Inc. II is the general partner of Stonington Partners, L.P. ("SP"), and SP is the general partner of the
Stonington Capital Appreciation 1994 Fund, L.P. (the "Stonington Fund"). Stonington Partners, Inc. is the management
company, which, pursuant to a management agreement with the Stonington Fund, has full discretionary authority with respect
to the Stonington Fund's investments, including the authority to make and dispose of such investments. The Stonington Fund
controls, and has a 100% economic interest in, BTS.

F3: Reflects an adjustment for 2,411 shares of restricted stock granted to James J. Burke, Jr. that were reported on a Form 4
dated May 4, 2009 but were inadvertently omitted from column 5 of the Forms 4 filed on October 2, 2009 and December 17,
2009.

F4: Shares owned directly by James J. Burke, Jr.

F5: Reflects an adjustment for 2,411 shares of restricted stock granted to Alexis P. Michas that were reported on a Form 4 dated
May 4, 2009 but were inadvertently omitted from column 5 of the Forms 4 filed on October 2, 2009 and December 17, 2009.

F6: Shares owned directly by Alexis P. Michas.

F7: Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest therein.