ChinaEdu (CEDU) SC 13D/A ChinaEdu CORP

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

                     

ChinaEdu Corporation

(Name of Issuer)

Ordinary shares, par value US$0.01

(Title of Class of Securities)

16945L107(**)

(CUSIP Number)

David Stafford

McGraw-Hill Global Education Intermediate Holdings, LLC

2 Pennsylvania Plaza #6, New York, NY 10121

(212) 904-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 13, 2013

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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).

(**) This CUSIP number applies to the Issuer’s American Depositary shares, each representing three ordinary shares.  No CUSIP has been assigned to the ordinary shares.

SCHEDULE 13D

CUSIP No.  16945L107 Page 2 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON McGraw-Hill Global Education Intermediate Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON OO

1 The Reporting Person beneficially owns 1,311,709 of the Issuer’s American Depositary Shares (“ADS”), representing 3,935,127 underlying Ordinary Shares, and 2 Ordinary Shares.

2 The calculation is based on 29,540,702 Ordinary Shares, including the Ordinary Shares not outstanding that are subject to options and units but deemed to be outstanding for the purpose of computing the percentage of the Ordinary Shares beneficially owned by the Reporting Person, and the Ordinary Shares of the Issuer outstanding as of August 16, 2013 based on the information provided in the Amendment to the Schedule 13D filed by Julia Huang, the executive chairman of the board of directors of the Issuer, and South Lead Technology Limited, and the Amendment to the Schedule 13D filed by Shawn Ding, the Chief Executive Officer and a director of the Issuer, and Moral Known Industrial Limited (collectively, the “Management Amendments”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 20, 2013.  According to the Management Amendments, the numbers used for purposes of this calculation are contained in the Issuer’s current books and records.

SCHEDULE 13D

CUSIP No. 16945L107 Page 3 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON MHE US Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 16945L107 Page 4 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON MHE Acquisition, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 16945L107 Page 5 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Georgia Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D

CUSIP No. 16945L107 Page 6 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Co-Investors (MHE), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 1,574,053 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 1,574,053 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,574,053 shares of Ordinary Shares3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%2
14	TYPE OF REPORTING PERSON PN

3 The Reporting Person beneficially owns 524,684 of the Issuer’s ADSs, representing 1,574,052 underlying Ordinary Shares, and 1 Ordinary Share.

SCHEDULE 13D

CUSIP No. 16945L107 Page 7 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management (MHE), LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 1,574,053 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 1,574,053 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,574,053 shares of Ordinary Shares3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%2
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 16945L107 Page 8 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON AP Georgia Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 2,361,076 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 2,361,076 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,361,076 shares of Ordinary Shares4
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8%2
14	TYPE OF REPORTING PERSON PN

4 The Reporting Person beneficially owns 787,025 of the Issuer’s ADSs, representing 2,361,075 underlying Ordinary Shares, and 1 Ordinary Share.

SCHEDULE 13D

CUSIP No. 16945L107 Page 9 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON AP Georgia Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 2,361,076 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 2,361,076 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,361,076 shares of Ordinary Shares4
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8%2
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 16945L107 Page 10 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No. 16945L107 Page 11 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON AIF VII Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 16945L107 Page 12 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No. 16945L107 Page 13 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 16945L107 Page 14 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No. 16945L107 Page 15 of 22 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,935,129 shares of Ordinary Shares
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,935,129 shares of Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,935,129 shares of Ordinary Shares1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%2
14	TYPE OF REPORTING PERSON OO

This Amendment No. 2 (this “Amendment No. 2”) amends and restates Amendment No. 1 to Schedule 13D filed with the SEC on September 13, 2013 (“Amendment No. 1” and with the Schedule 13D, the “Amended Schedule 13D”) on behalf of the Reporting Persons.  This Amendment No. 2 is being filed on behalf of the Reporting Persons solely for the purpose of correcting the following immaterial errors in Amendment No. 1:

· Amendment No. 1 incorrectly reported the purchase of 185,931 Ordinary Shares by MGHE Intermediate.  The purchase should have been reported as 185,931 ADSs, representing 557,793 Ordinary Shares.  As a result, Amendment No. 1 also incorrectly reported the aggregate amount beneficially owned, shared voting power, shared dispositive power and the percent of class represented by amount in row (11) by each of the Reporting Persons.  The corrections are reported in the above disclosures.

Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Amended Schedule 13D. All items or responses not described herein remain as previously reported in the Amended Schedule 13D. Responses to each item of this Statement on the Amended Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 3. Source and Amount of Funds or Other Consideration

The response set forth in Item 3 of Amendment No. 1 is hereby amended and supplemented by replacing the second and third paragraphs of Item 3 with the following two paragraphs:

The source of funding for MHGE Intermediate’s acquisition of the 185,931 ADSs, representing 557,793 Ordinary Shares, reported in this Schedule 13D was MHGE Intermediate’s cash on hand.

None of the proceeds used to purchase the ADSs were provided through borrowing of any nature.

Item 5. Interest in Securities of the Issuer

The response set forth in Item 5 of Amendment No. 1 is hereby amended and supplemented by replacing the first paragraph of Item 5 with the following paragraph and revising Schedule 1  (as attached):

MHGE Intermediate holds 3,935,129 Ordinary Shares, representing 13.3% of the outstanding Ordinary Shares.  The Ordinary Shares reported as held of record by MHGE Intermediate or beneficially owned by MHGE Intermediate or each other Reporting Person includes only those shares over which such person may be deemed to have voting or dispositive power.  Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Item 7. Material to Be Filed as Exhibits

Exhibit 1: Joint Filing Agreement dated as of September 17, 2013, by and among the Reporting Persons.

Page 16

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated:  September 17, 2013

MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

MHE US HOLDINGS, LLC
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

MHE ACQUISITION, LLC
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

GEORGIA HOLDINGS, INC.
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

Page 17

APOLLO CO-INVESTORS (MHE), L.P.
By:	Apollo Management (MHE), LLC its investment manager
	By:	Apollo Management VII, L.P. its member-manager
		By:	AIF VII Management, LLC its general partner
			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT (MHE), LLC
By:	Apollo Management VII, L.P. its member-manager
	By:	AIF VII Management, LLC its general partner
		By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AP GEORGIA HOLDINGS, L.P.
By:	AP Georgia Holdings GP, LLC its general partner
	By:	Apollo Management VII, L.P. its manager
		By:	AIF VII Management, LLC its general partner
			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

Page 18

AP GEORGIA HOLDINGS GP, LLC
By:	Apollo Management VII, L.P. its manager
	By:	AIF VII Management, LLC its general partner
		By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT VII, L.P.
By:	AIF VII Management, LLC its general partner
	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AIF VII MANAGEMENT, LLC
By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

APOLLO MANAGEMENT, L.P.
By:	Apollo Management GP, LLC its general partner
	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT GP, LLC
By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

Page 19

APOLLO MANAGEMENT HOLDINGS, L.P.
By:	Apollo Management Holdings GP, LLC its general partner
	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT HOLDINGS GP, LLC
By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

Page 20

SCHEDULE 1

Transactions in the Last Sixty Days

Transaction Type	Date	# of ADSs (ordinary shares)	Price Per ADS
Purchase	9/3/13	5,039 (15,117)	$6.73
Purchase	9/5/13	3,599 (10,797)	$6.72
Purchase	9/6/13	1,000 (3,000)	$6.70
Purchase	9/9/13	1,280 (3,840)	$6.75
Purchase	9/10/13	16,793 (50,379)	$6.75
Purchase	9/11/13	3,720 (11,160)	$6.97
Purchase	9/12/13	154,500 (463,500)	$7.17

Page 21

APPENDIX A

The following sets forth information with respect to the managers and certain of the executive officers of Management Holdings GP.  Capitalized terms used herein without definition have the meanings assigned thereto in the Schedule 13D to which this Appendix A relates.

Messrs. Leon D. Black, Joshua Harris and Marc Rowan are the managers, as well as principal executive officers, of Management Holdings GP.  The principal occupation of each of Messrs. Black, Harris and Rowan is to act as executive officers, managers and directors, as the case may be, of Management Holdings GP and other related investment managers and advisors.

The business address of each of Messrs. Black, Harris and Rowan is 9 West 57th Street, 43rd Floor, New York, New York 10019.  Messrs. Black, Harris and Rowan are each a citizen of the United States.  Each of Messrs. Black, Harris and Rowan disclaim beneficial ownership of all of the Ordinary Shares included in this report, and the filing of this report shall not be construed as an admission that any such person is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Page 22