UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.         Security and Issuer

This filing amends Schedule 13D filed October 6, 2000 (the “Original Filing”), regarding the common stock, $.0001 par value (the “Common Stock”), of Learning Tree International, Inc., a Delaware corporation (the “Company”), as amended by Schedule 13D/A filed February 20, 2003 (“Amendment 1”), as amended by Schedule 13D/A filed February 8, 2005 (“Amendment 2” ), and as further amended by Schedule 13D/A filed October 16, 2006 (“Amendment 3” and, collectively, with the Original Filing, Amendment 1, and Amendment 2, the “Prior Filings”).  References should be made to the Prior Filings for additional information.  Terms with initial capital letters not defined in this Amendment No. 4 are used with the meanings assigned to them in the Prior Filings.

Item 2.         Identity and Background

This statement is being filed by the following persons (the “Reporting Persons”):  David C. Collins, Mary C. Collins (Dr. Collins and Mrs. Collins are husband and wife and Mrs. Collins is also sometimes known under her maiden name of Mary C. Adams), DCMA Holdings, LP (“DCMA”), a family limited partnership of which Dr. Collins and Mrs. Collins are the general partners, The Adventures in Learning Foundation formerly known as The Pegasus Foundation (“Adventures in Learning”), a charitable support organization of which Dr. Collins and Mrs. Collins are minority trustees, and The Collins Family Foundation (the “Collins Family Foundation”), a private charitable foundation of which Dr. Collins and Mrs. Collins are the directors.  The principal address of each of the Reporting Persons is 3876 Learning Tree Lane, Delaplane, Virginia 20144.  Dr. Collins is Chairman of the Board of Directors and Chief Executive Officer of the Company.  On February 15, 2007, Mrs. Collins retired from her positions as the Company’s Chief Administrative Officer and Secretary.  During the past five years, none of the Reporting Persons has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  Each of Dr. Collins and Mrs. Collins is a citizen of the United States, DCMA is a California limited partnership, Adventures in Learning is a California trust and the Collins Family Foundation is a California corporation.

Item 3.         Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following:

It is anticipated that the Proposed Transaction (as defined in Item 4 below) would be financed through personal funds contributed to an acquisition vehicle formed by the Reporting Persons.  The summary of the Letter (as defined in Item 4 below) and the Proposed Transaction set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.

Item 4.         Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following:

On September 14, 2012, Dr. Collins and Mrs. Collins (together with their affiliates, the “Collins Parties”) delivered a letter and non-binding term sheet (the “Letter”) to the Board of Directors of the Company (the “Board”) expressing the Collins Parties’ interest in acquiring all of the outstanding equity of the Company not already owned by them for $5.25 per share in cash (the “Proposed Transaction”).

As further described in the Letter, given Dr. Collins’ involvement, the Collins Parties anticipate that an independent committee of the Board will review the Collins Parties’ proposal.  The Collins Parties have informed the Board that they are not interested in selling their shares of Common Stock or considering other strategic transactions involving the Company.  The Letter contemplates that the Proposed Transaction will be structured as a two step merger consisting of a cash tender offer to purchase the outstanding equity of the Company not already owned by the Collins Parties for $5.25 per share, followed by a cash merger at the same price to the Company’s stockholders as in the tender offer.  Because of the sufficiency of the Collins Parties’ existing financial resources, consummation of the Proposed Transaction would not be subject to a financing contingency.  No binding obligation on the part of the Collins Parties or the Company will arise with respect to the Proposed Transaction unless and until a definitive agreement satisfactory to both the Collins Parties and the Company is executed and delivered.

A copy of the Letter is filed as Exhibit 99.1 to this Amendment No. 4, and is incorporated by reference into this Item 4.

The Reporting Persons intend to have further discussions and other communications with the Company and its Board and may also have discussions and other communications with other persons or entities (including other stockholders of the Company) regarding the Proposed Transaction or any other transaction(s) involving the Company. In the course of such conversations, the Reporting Persons may suggest actions that could result in, among other things, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above.

Item 5.         Interest in Securities of the Issuer

Capacity

David C.
Collins

Mary C.
Collins

As separate property (held by each in a living trust)

1,382,205

177,640

As trustees under the Mary C. and David C. Collins Family Trust

270,000

270,000

By attribution of shares and options constituting the separate property of spouse(1)

177,640

1,382,205

As general partner of DCMA(2)

1,837,141

1,837,141

As director of the Collins Family Foundation(2)

289,918

289,918

As minority trustee of Adventures in Learning(2)

238,323

238,323

Total

4,195,227

4,195,227

(1)

Dr. Collins and Mrs. Collins each disclaim beneficial ownership of the shares held as the separate property of the other.

(2)

Dr. Collins and Mrs. Collins each disclaim beneficial ownership of these shares.

David C. Collins

Mary C. Collins

Sole Voting and Dispositive Power

1,382,205

177,640

Shared Voting and Dispositive Power

2,635,382

2,635,382

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

No change from Prior Filings.

Item 7.         Material to be Filed as Exhibits

Exhibit 99.1:  Letter, dated September 14, 2012, from the Collins Parties to the Board of Directors of Learning Tree International, Inc.

/s/ David C. Collins

David C. Collins

/s/ Mary C. Collins

Mary C. Collins

DCMA HOLDINGS, L.P.

By

/s/ Mary C. Collins

Mary C. Collins

Its General Partner

THE ADVENTURES IN LEARNING FOUNDATION

By

/s/ David C. Collins

David C. Collins

Its Trustee

THE COLLINS FAMILY FOUNDATION

By

/s/ Mary C. Collins

Mary C. Collins

Its President