LINCOLN EDUCATIONAL SERVICES CORP — Director's Dealing 2010

Dec 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LINCOLN EDUCATIONAL SERVICES CORP (LINC)
CIK: 0001286613
Period of Report: 2010-12-15

Reporting Person: STONINGTON PARTNERS INC II (10% Owner)
Reporting Person: Back to School Acquisition, L.L.C. (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
2010-12-15	Common Stock	S	3908000	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15644	Direct
Common Stock	15644	Direct

Footnotes

F1: The disposition of shares of Lincoln Educational Services Corporation (the "Company") is in connection with a registered public offering by Back to School Acquisition L.L.C. ("BSA") on December 15, 2010, based on a public offering price of $15.25 per share. After the underwriting discount of $0.25, BSA received $15.00 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 100% economic interest in BSA, which is the registered owner of the shares of common stock.

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

F4: Shares owned directly by Alexis P. Michas.

F5: Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest therein.