LINCOLN EDUCATIONAL SERVICES CORP — Director's Dealing 2009

Feb 20, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LINCOLN EDUCATIONAL SERVICES CORP (LINC)
CIK: 0001286613
Period of Report: 2009-02-18

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
2009-02-18	Common Stock	S	4657500	—	Disposed	13508000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Commom Stock	11030	Direct
Common Stock	11030	Direct

Footnotes

F1: The disposition of shares is in connection with a registered public offering by Lincoln Educational Services Corporation and certain selling stockholders on February 18, 2009, based on public offering price of $14.00 per share.

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, Back to School Acquisition, L.L.C.

F3: Shares owned directly by James J. Burke, Jr.

F4: Shares owned directly by Alexis P. Michas.