LINCOLN EDUCATIONAL SERVICES CORP — Director's Dealing 2010

May 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LINCOLN EDUCATIONAL SERVICES CORP (LINC)
CIK: 0001286613
Period of Report: 2010-05-13

Reporting Person: SHAW SCOTT M (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-13	Common Stock	M	12104	$3.1	Acquired	219081	Direct
2010-05-13	Common Stock	S	12104	$25.09	Disposed	206977	Direct
2010-05-17	Common Stock	M	3896	$3.1	Acquired	210873	Direct
2010-05-17	Common Stock	S	3896	$25.00	Disposed	206977	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-13	Employee Stock Option (right to buy)	$3.1	M	2842	Disposed	2012-01-01	Common Stock (2842)	Direct
2010-05-13	Employee Stock Option (right to buy)	$3.1	M	9262	Disposed	2012-01-01	Common Stock (9262)	Direct
2010-05-17	Employee Stock Option (right to buy)	$3.1	M	3896	Disposed	2012-01-01	Common Stock (3896)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $25.00 to $25.18. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.