LINCOLN EDUCATIONAL SERVICES CORP — Director's Dealing 2020

Jun 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LINCOLN EDUCATIONAL SERVICES CORP (LINC)
CIK: 0001286613
Period of Report: 2020-06-16

Reporting Person: Bartholdson John A. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-16	Common Stock	A	12762	$4.31	Acquired	20814	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	677450	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (4745765)	11200	Indirect

Footnotes

F1: Grant of Restricted Stock valued at $55,000 on the date of grant, based on a price of $4.31, the closing price per share on the date of the grant. These restricted shares vest on the first anniversary of the grant date.

F2: These shares are held by Juniper Targeted Opportunity Fund, L.P. ("Juniper Fund") for which Juniper Investment Company, LLC ("Juniper Investment") serves as its investment manager. Mr. Bartholdson is a managing member of Juniper Investment and Juniper HF Investors II, LLC, the general partner of Juniper Fund and, therefore, may be deemed to beneficially own the shares held by Juniper Fund. Mr. Bartholdson disclaims beneficial ownership of Juniper Fund's holdings reflected herein except to the extent of his pecuniary interest therein.

F3: The Series A Convertible Preferred Stock ("Series A"), when issued on November 14, 2019, was convertible into the Issuer's Common Stock on a 423.729-for-one basis ("Initial Conversion Rate") 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.

F4: Represents shares held of record by Juniper Fund, with respect to 3,500 shares of Series A which based on the Initial Conversion Rate 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 based on the Initial Conversion Rate convert into 3,262,713 shares of Common Stock. Juniper Investment serves as the investment manager and Juniper TO Investors, LLC ("Juniper TO") is the general partner of Juniper Targeted Opportunities.

F5: (Footnote 4 continued). Mr. Bartholdson is a managing member of Juniper Investment and Juniper TO and, therefore, may be deemed to beneficially own the shares held by Juniper Fund. In addition, as noted in footnote 2, Mr. Bartholdson may be deemed to beneficially own the shares held by Juniper Fund. 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.