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. 7)*
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)
May 18, 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 |
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 |
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 |
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 |
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, December 15, 2011, January 10, 2012 and April 16, 2012 (as amended and amended and restated, the “Schedule 13D”) by the Reporting Persons named therein is hereby amended by this Amendment No. 7 (“Amendment No. 7”) 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:
As previously disclosed, the Issuer entered into a notes and warrants purchase agreement (the “Purchase Agreement”) and a related series of promissory notes (the “Notes”), dated as of April 10, 2012, with a group of lenders (the “Purchasers”) that includes MRMP Managers LLC (“MRMP”). MRMP is a shareholder of the Issuer, and Ned Sherwood is an investment manager of MRMP.
One May 18, 2012, the Issuer, pursuant to Section 5.2 of the Purchase Agreement, delivered a Borrowing Notice and Acknowledgment (the “Borrowing Notice”) to the Purchasers. Pursuant to the Borrowing Notice, MRMP has agreed to purchase a note (the “Subsequent Advance Note”) in the aggregate principal amount of US$60,000. The Subsequent Advance Note bears interest at twenty percent (20.0%) per annum, payable semi-annually in arrears, and matures on May 18, 2013.
Under the Borrowing Notice, the Issuer is required, as soon as practicable after the date of the Borrowing Notice, to issue to MRMP a number of warrants (the “Subsequent Advance Warrants”) equivalent to one Subsequent Advance Warrant for every two dollars of principal amount of Notes issued to that Purchaser. Each Subsequent Advance Warrant (a) shall be convertible into one share of the Issuer’s common stock at an exercise price of $1.00 per share (which exercise price shall not be subject to any adjustment mechanism), (b) expire on the fifth anniversary of issuance and (c) include anti-dilution protections for ordinary stock splits, stock dividends and recapitalizations. In consideration for MRMP making available the subsequent advance pursuant to the Borrowing Notice, the Issuer has agreed to change from $4.00 to $1.00 the exercise price for the warrants issuable to MRMP pursuant to the Purchase Agreement.
The foregoing description of the terms of the Borrowing Notice and the Subsequent Advance Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Borrowing Notice and the form of the Subsequent Advance Note, which are attached hereto as Exhibits 8 and 9, respectively.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is supplemented by adding the following:
MRMP has entered into the Borrowing Notice and the Subsequent Advance Note with the Issuer. The Borrowing Notice and the Subsequent Advance Note are defined and described in Item 4 above and attached hereto as Exhibits 8 and 9, respectively.
Item 7. | Materials to be Filed as Exhibits. |
Item 7 is supplemented by adding the following:
Exhibit 8: Borrowing Notice and Acknowledgment
Exhibit 9: Form of Subsequent Advance Note
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.
May 22, 2012 | Ned Sherwood | |||
By: | /s/ Ned Sherwood | |||
Name: | Ned Sherwood | |||
May 22, 2012 | ZS EDU L.P. | |||
By: | /s/ Ned Sherwood | |||
Name: | Ned Sherwood | |||
Title: | Manager of the General Partner, ZS EDU GP LLC | |||
May 22, 2012 | ZS EDU GP LLC | |||
By: | /s/ Ned Sherwood | |||
Name: | Ned Sherwood | |||
Title: | Manager | |||
May 22, 2012 | Robert Horne | |||
By: | /s/ Robert Horne | |||
Name: | Robert Horne |