FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gruneich Kevin

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/29/2018 

3. Issuer Name and Ticker or Trading Symbol

LEARNING TREE INTERNATIONAL, INC. [LTRE]

(Last)        (First)        (Middle)

4890 ENCLAVE WAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

PARK CITY, UT 84098       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   7495332   I   By Legacy Trust   (1)
Common Stock   142815   I   By Revocable Trust   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note   6/29/2018   6/29/2028   Common Stock   2000000   $1.00   I   By Legacy Trust   (1)

Explanation of Responses:
(1)  These securities are held by The Kevin Ross Gruneich Legacy Trust (the "Legacy Trust") for which the designated Reporting Person's spouse, Donna Gruneich, serves as trustee. Each of Kevin Gruneich and Donna Gruneich disclaims beneficial ownership of the securities held by the Legacy Trust except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
(2)  These securities are held by The Kevin Ross Gruneich Revocable Trust (the "Revocable Trust") for which the designated Reporting Person's spouse serves as trustee. Each of Kevin Gruneich and Donna Gruneich disclaims beneficial ownership of the securities held by the Revocable Trust except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

Remarks:
This report does not reflect securities held by a charitable foundation controlled by Kevin Gruneich as none of the Reporting Persons hold pecuniary interests in the securities held by the charitable foundation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gruneich Kevin
4890 ENCLAVE WAY
PARK CITY, UT 84098
X X

GRUNEICH DONNA
4890 ENCLAVE WAY
PARK CITY, UT 84098

X

KEVIN ROSS GRUNEICH LEGACY TRUST
4890 ENCLAVE WAY
PARK CITY, UT 84098

X


Signatures
/s/Kevin Gruneich 7/2/2018
** Signature of Reporting Person Date

/s/Donna Gruneich, as trustee of the Kevin Ross Gruneich Legacy Trust 7/2/2018
** Signature of Reporting Person Date

/s/Donna Gruneich 7/2/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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