| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, no par value per share |
| (b) | Name of Issuer:
Lincoln Educational Services Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
14 Sylvan Way, Suite A, Parsippany,
NEW JERSEY
, 07054. |
Item 1 Comment:
This Amendment is being filed to report a decrease in the Reporting Persons' beneficial ownership percentage due to the sale of Shares by the Reporting Persons. The Reporting Persons beneficially own an aggregate of 2,141,743 Shares the "Subject Shares"). |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by:
(i) Juniper Targeted Opportunity Fund, L.P., a Delaware limited partnership ("Juniper Fund").
(ii) Juniper HF Investors II, LLC, a Delaware limited liability company and the general partner of Juniper Fund ("Juniper HF II").
(iii) Juniper Targeted Opportunities, L.P., a Delaware limited partnership ("Juniper Targeted Opportunities").
(v) Juniper Targeted Opportunity Investors, LLC, a Delaware limited liability company and the general partner of Juniper Targeted Opportunities ("Juniper TO").
(vi) Juniper Investment Company, LLC, a Delaware limited liability company and the investment advisor to Juniper Fund and Juniper Targeted Opportunities ("Juniper Investment Company").
(vii) Alexis P. Michas, as a managing member of each of Juniper HF II, Juniper TO, and Juniper Investment Company; and
(viii) John A. Bartholdson, as a managing member of each of Juniper HF II, Juniper TO, and Juniper Investment Company |
| (b) | 555 Madison Avenue, 24th Floor, New York, New York 10022 |
| (c) | The principal business of each of Juniper Fund and Juniper Targeted Opportunities is to invest in the capital stock of various companies. The principal business of Juniper HF II is to serve as the general partner of Juniper Fund. The principal business of Juniper TO is to serve as the general partner of Juniper Targeted Opportunities. Juniper Investment Company provides investment advisory and management services and acts as the investment manager of Juniper Fund and Juniper Targeted Opportunities. Each of Messrs. Michas and Bartholdson serves as managing member of Juniper HF II, Juniper TO, and Juniper Investment Company. |
| (d) | During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. |
| (f) | Each of Messrs. Michas and Bartholdson is a United States citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and supplemented by adding the following information:As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Items 1 and 5. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented by adding the following information.Between February 27, 2026, and June 12, 2026, Juniper Targeted Opportunity Fund, L.P. sold 355,345 shares at an aggregate sale price of approximately $15,580,130, which includes brokerage commissions, in the open market. John A. Bartholdson received an award of 3,515 shares of Restricted Stock valued at $155,000 on May 7, 2026. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.
The percentages of ownership indicated in this Schedule 13D are calculated based on 31,720,728 Shares reported as outstanding as of May 11, 2026 (the "Record Date"), in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the United States Securities and Exchange Commission on May 11, 2026.
As of the date of this Schedule 13D, the Reporting Persons collectively held an aggregate of 2,141,723 Shares, constituting approximately 6.8% of the Issuer's outstanding Shares as of the Record Date. As of the date of this Schedule 13D, each Reporting Person may be deemed to have direct beneficial ownership of the Shares as follows:
(i) Juniper Fund beneficially owned 1,732,966 Shares, constituting approximately 5.5% of the Issuer's outstanding Shares as of the Record Date.
(ii) Juniper Targeted Opportunities beneficially owned 0 Shares, constituting approximately 0% of the Issuer's outstanding Shares as of the Record Date.
(iii) Juniper HF II, as the general partner of Juniper Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the 1,732,966 Shares held by Juniper Fund, constituting approximately 5.5% of the Issuer's outstanding Shares as of the Record Date. Juniper HF II disclaims beneficial ownership of such Shares for all other purposes.
(iv) Juniper TO, as the general partner of Juniper Targeted Opportunities, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the 0 Shares held by Juniper Targeted Opportunities, constituting approximately 0% of the Issuer's outstanding Shares as of the Record Date. Juniper TO disclaims beneficial ownership of such Shares for all other purposes.
(v) Juniper Investment Company, as the investment advisor of Juniper Fund and Juniper Targeted Opportunities, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Securities Exchange Act of 1934) the 1,732,966 Shares collectively and directly held by each of Juniper Fund and Juniper Targeted Opportunities, constituting approximately 5.5% of the Issuer's outstanding Shares as of the Record Date. Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.
(vi) Mr. Michas, as the managing member of Juniper HF II, Juniper TO, and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the 1,732,966 Shares held by Juniper Fund, Juniper Targeted Opportunities, and Juniper Investment Company, constituting approximately 5.5% of the then outstanding Shares. Mr. Michas disclaims beneficial ownership of such Shares for all other purposes. Mr. Michas beneficially owned 196,319 Shares, constituting approximately 0.6% of the Issuer's outstanding Shares as of the Record Date.
(vii) Mr. Bartholdson, as the managing member of Juniper HF II, Juniper TO, and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the 1,732,966 Shares held by Juniper Fund, Juniper Targeted Opportunities, and Juniper Investment Company, constituting approximately 5.5% of the then outstanding Shares. Mr. Bartholdson disclaims beneficial ownership of such Shares for all other purposes. Mr. Bartholdson beneficially owned 212,458 Shares, constituting approximately 0.6% of the Issuer's outstanding Shares as of the Record Date. |
| (b) | Juniper Fund has the sole power to vote or direct their respective vote of 1,732,966 Shares and the sole power to dispose or direct the disposition of such Shares. Juniper HF II, Juniper TO, Juniper Investment Company and each of Messrs. Michas and Bartholdson may be deemed to share with Juniper Fund and Juniper Targeted Opportunities, as applicable, the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares. Each of Messrs. Michas and Bartholdson has the sole power to vote or direct their respective vote of 196,319 and 212,458 Shares and the sole power to dispose or direct the disposition of such Shares. |
| (c) | The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule A attached hereto and incorporated by reference. |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Schedule 13D. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The response to Item 3 is incorporated herein by reference.Except as described in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or between any of the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A: Indemnification Agreement
In connection with the appointment of Mr. Bartholdson to the board of directors of the Issuer, Mr., Bartholdson entered into an Indemnification Agreement, dated as of November 14, 2019, with the Issuer pursuant to which the Issuer provided indemnification and insurance coverage to Mr. Bartholdson as director of the board of director of the Issuer.
References to and the description of the Indemnification Agreement set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the Indemnification Agreement, which is incorporated by reference to Schedule 13D originally filed with the Securities and Exchange Commission by the Reporting Persons on November 22, 2019.
Exhibit B: Joint Filing Agreement
A Joint Filing Agreement (incorporated by reference herein to Exhibit B of the Schedule 13D Amendment No.1 filed by the Reporting Persons on December 1, 2022).
Exhibit C: Schedule of Transactions |
