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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options (right to buy) | $ 12.66 | 12/31/2007(3)(5) | 06/24/2012 | Common Stock | (4) | 9,090 (4) | D | ||||||||
Employee Stock Options (right to buy) | $ 8.71 | 10/01/2007(6) | 09/30/2010 | Common Stock | 5,000 | 5,000 (6) | D | ||||||||
Employee Stock Options (right to buy) | $ 5.67 | 10/15/2007 | A(8) | 5,291 (9) | 12/31/2008(8) | 12/15/2012 | Common Stock | 5,291 (9) | $ 5.67 | 5,291 (9) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RIESENFELD STEFAN C 1805 LIBRARY STREET SUITE 300 RESTON, VA 20190 |
X |
/s/ Theodore E. Guth by P/A for Stefan C. Riesenfeld | 10/17/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Grant of Restricted Common Stock pursuant to 2007 Equity Incentive Plan. The Reporting Person may earn all or a percentage of the shares ("Earned Shares") based on achievement of targets for the operating income of Learning Tree International, Inc. (the "Company") reported for fiscal year 2007. Any Earned Shares vest thirty-three and one-third percent (33 1/3%) on each of December 31, 2007, 2008, and 2009. Unearned shares will be deemed repurchased by the Company on December 31, 2007 for the aggregate price of $1.00 regardless of the number of shares involved. Unvested Earned Shares, if any, on the date the Reporting Person ceases to be a director of the Company will be deemed repurchased by the Company for the aggregate price of $1.00 regardless of the number of shares involved. The Reporting Person will have no rights with respect to repurchased shares. |
(2) | Maximum number of Earned Shares pursuant to grants of Restricted Common Stock. No Earned Shares are currently vested. |
(3) | Grant of non-qualified stock option pursuant to 2007 Equity Incentive Plan. The actual number of shares ("Number of Shares") which can vest will be based on the maximum Number of Shares set forth in this form and achievement of targets for the Company's operating income reported for fiscal year 2007. The Reporting Person will earn the right to exercise thirty-three and one-third percent (33 1/3%) of his Number of Shares on each of December 31, 2007, 2008, and 2009, provided he is still a director of the Company on each vesting date. |
(4) | The maximum Number of Shares that may be exercised under this Option, subject to 2007 operating income and vesting. |
(5) | Option cannot be exercised before December 31, 2007. |
(6) | Options vest 1/3 on October 1 of 2007, 2008, and 2009. |
(7) | Grant of Restricted Common Stock pursuant to 2007 Equity Incentive Plan. The Reporting Person may earn all or a percentage of the shares ("Earned Shares") based on achievement of targets for the revenue and operating income of Learning Tree International, Inc. (the "Company") reported for fiscal year 2008. Any Earned Shares vest thirty-three and one-third percent (33 1/3%) on each of December 31, 2008, 2009, and 2010. Unearned shares will be deemed repurchased by the Company on December 31, 2008 for the aggregate price of $1.00 regardless of the number of shares involved. Unvested Earned Shares, if any, on the date the Reporting Person ceases to be a director of the Company will be deemed repurchased by the Company for the aggregate price of $1.00 regardless of the number of shares involved. The Reporting Person will have no rights with respect to repurchased shares. |
(8) | Grant of non-qualified stock option pursuant to 2007 Equity Incentive Plan. The actual number of shares ("Number of Shares") which can vest will be based on the maximum Number of Shares set forth in this form and achievement of targets for the Company's revenue and operating income reported for fiscal year 2008. The Reporting Person will earn the right to exercise thirty-three and one-third percent (33 1/3%) of his Number of Shares on each of December 31, 2008, 2009, and 2010, provided he is still a director of the Company on each vesting date. |
(9) | The maximum Number of Shares that may be exercised under this Option, subject to 2008 revenue and operating income and vesting. |