UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
| CHINACAST EDUCATION CORPORATION |
(Name of Issuer)
| Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
| 16946T109 |
(CUSIP Number)
Ned Sherwood
c/o ZS Fund L.P.
1133 Avenue of the Americas
New York, New York 10036
(212) 398-6200
With copies to:
Brian J. Lane
Gibson, Dunn & Crutcher LLP
1050 Washington Avenue, N.W.
Washington, DC 20036-5306
(202) 887-3646
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| January 10, 2012 |
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
(Continued on following pages)
SCHEDULE 13D
| CUSIP No. 16946T109 | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Ned L. Sherwood | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) * (b) **
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
PF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
775,141 | ||||
| 8 | SHARED VOTING POWER
2,625,488 | |||||
| 9 | SOLE DISPOSITIVE POWER
775,141 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,625,488 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,629 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% | |||||
14 | TYPE OF REPORTING PERSON
IN | |||||
| * | Only with respect to Ned L. Sherwood, ZS EDU L.P., ZS EDU GP LLC and Robert Horne. |
| ** | Only with respect to Daniel Tseung. |
SCHEDULE 13D
| CUSIP No. 16946T109 | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
ZS EDU L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) * (b) **
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
��0 | ||||
| 8 | SHARED VOTING POWER
2,625,488 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,625,488 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,625,488 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% | |||||
14 | TYPE OF REPORTING PERSON
PN | |||||
| * | Only with respect to Ned L. Sherwood, ZS EDU L.P., ZS EDU GP LLC and Robert Horne. |
| ** | Only with respect to Daniel Tseung. |
SCHEDULE 13D
| CUSIP No. 16946T109 | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
ZS EDU GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) * (b) **
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,625,488 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,625,488 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,625,488 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% | |||||
14 | TYPE OF REPORTING PERSON
OO | |||||
| * | Only with respect to Ned L. Sherwood, ZS EDU L.P., ZS EDU GP LLC and Robert Horne. |
| ** | Only with respect to Daniel Tseung. |
SCHEDULE 13D
| CUSIP No. 16946T109 | Page 5 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Robert Horne | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) * (b) **
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
PF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
50,000 | ||||
| 8 | SHARED VOTING POWER
2,625,488 | |||||
| 9 | SOLE DISPOSITIVE POWER
50,000 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,625,488 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,675,488 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% | |||||
14 | TYPE OF REPORTING PERSON
IN | |||||
| * | Only with respect to Ned L. Sherwood, ZS EDU L.P., ZS EDU GP LLC and Robert Horne. |
| ** | Only with respect to Daniel Tseung. |
Page 6 of 7 Pages
The Statement on Schedule 13D, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2011, and as amended and restated on May 12, 2011 and November 22, 2011, and as amended on December 9, 2011 and December 15, 2011 (as amended and amended and restated, the “Schedule 13D”) by the Reporting Persons named therein is hereby amended by this Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings set forth in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 is supplemented by adding the following:
On January 10, 2012, Mr. Sherwood’s Nominees were elected by a substantial margin at the Issuer’s 2011 Annual Meeting of Stockholders. Despite this, the Issuer has announced its intent to disregard Mr. Sherwood’s nominations. Mr. Sherwood disagrees with the Issuer’s position and has issued a press release, which contains a copy of a letter delivered to the Issuer’s Board of Directors, regarding these matters. The press release and letter to the Board are attached hereto as Exhibits 4 and 5, respectively, are incorporated herein by reference and qualify the foregoing in their entirety.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is supplemented by adding the following:
The information set forth in Item 4 of this Amendment No. 5 is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
Item 7 is supplemented by adding the following:
Exhibit 4: Press Release
Exhibit 5: Letter from Ned Sherwood to the Board of Directors of ChinaCast Education Corporation
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.
| January 10, 2012 | Ned Sherwood | |||||
| By: | /s/ Ned Sherwood | |||||
| Name: | Ned Sherwood | |||||
| January 10, 2012 | ZS EDU L.P. | |||||
| By: | /s/ Ned Sherwood | |||||
| Name: | Ned Sherwood | |||||
| Title: | Manager of the General Partner, ZS EDU GP LLC | |||||
| January 10, 2012 | ZS EDU GP LLC | |||||
| By: | /s/ Ned Sherwood | |||||
| Name: | Ned Sherwood | |||||
| Title: | Manager | |||||
| January 10, 2012 | Robert Horne | |||||
| By: | /s/ Robert Horne | |||||
| Name: | Robert Horne | |||||
