MORGAN JAMES J 4

4 · LEARNING CARE GROUP, INC · Filed Jan 12, 2006

Form 4

Period: 2006-01-10

Director10% OwnerOther

Transactions

Other
Option - Right to Purchase
2006-01-10$0.50/sh−60,000$30,000→ 0 total
Exercise: $7.00Exp: 2006-09-01→ Common Stock (60,000 underlying)
Other
Director Stock Option - Right to Purchase
2006-01-10$5.28/sh−2,500$13,200→ 0 total
Exercise: $2.22Exp: 2008-07-31→ Common Stock (2,500 underlying)
Other
Common Stock
2006-01-10$7.50/sh−231,520$1,736,400→ 0 total
Other
Standby Commitment Options (right to buy)
2006-01-10$2.50/sh−5,298$13,245→ 0 total
Exercise: $5.00Exp: 2006-07-19→ Common Stock (5,298 underlying)

Footnotes (2)

[F1]Pursuant to an Agreement and Plan of Merger, dated as of November 15, 2005, among the Issuer, A.B.C. Learning Centres Limited and Discovery Merger Company, each share of Common Stock of the Issuer was converted into the right to receive $7.50 in cash, subject to withholding taxes.
[F2]Pursuant to an Agreement and Plan of Merger, dated as of November 15, 2005, among the Issuer, A.B.C. Learning Centres Limited and Discovery Merger Company, at the effective time of the merger, each outstanding option to purchase shares of the Issuer's Common Stock having an exercise price per share less than $7.50 was converted into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to the option multiplied by (ii) $7.50, minus the exercise price per share under such option, subject to withholding taxes.

Documents

2 files