UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __________)1
Scientific Learning Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
808760 10 2
(CUSIP Number)
February 14, 2000
(Date of Event Which Requires Filing of this Statement)
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 808760 10 2
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LF SL Holding LLC (Federal i.d. no. 13-4039364)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 Citizenship or Place of Organization: Delaware
5 Sole Voting Power: 555,555
NUMBER OF
SHARES
BENEFICIALLY 6 Shared Voting Power: Not applicable
OWNED
BY
EACH 7 Sole Dispositive Power: 555,555
REPORTING
PERSON
WITH 8 Shared Dispositive Power: Not applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 555,555
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.3%
12 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1(a). Name of Issuer:
SCIENTIFIC Learning Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
1995 University Avenue
Suite 400
Berkeley, California 94704
Item 2(a). Name of Persons Filing:
LF SL Holding LLC
Item 2(b). Address of Principal Business Office or, if None, Residence:
30 Rockefeller Plaza, 63rd Floor
New York, New York 10020
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
808760 10 2
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b),
Check Whether the Person Filing is a:
(a) / / Broker or dealer registered under Section 15 of the
Act.
<PAGE>
(b) / / Bank as defined in section 3(a)(6) of the Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the
Act.
(d) / / Investment company registered under Section 8 of the
Investment Company Act.
(e) / / An investment adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see Section 240.13d-1 (b)(1)
(ii)(F)
(g) / / Parent Holding Company in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Not applicalbe
Item 4. Ownership.
(a) Amount Beneficially Owned
LF SL Holding, LLC ("LFSL") is a Delaware limited liability
corporation.
LFSL has sole voting and dispositive power with respect to
555,555 shares of Common Stock.
(b) Percent of Class
See Item 11 of cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Item 5 of cover page.
(ii) shared power to vote or to direct the vote
See Item 6 of cover page.
(iii) sole power to dispose or to direct the disposition of
See Item 7 of cover page.
(iv) shared power to dispose or to direct the disposition
of
See Item 8 of cover page.
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification
Not applicable
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
LF SL HOLDING, LLC
By: /s/ David A. Tanner
--------------------------
Name: David A. Tanner
Title: Authorized Person
Dated: February 14, 2000
