UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
| ChinaEDU Corporation |
| (Name of Issuer) |
| Ordinary Shares in the form of American Depositary Shares |
| (Title of Class of Securities) |
| 16945L107 |
| (CUSIP Number) |
David L. Ronn McGuireWoods LLP 600 Travis Street, Suite 7500 Houston, Texas 77002-2906 (713) 353-6671
|
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| August 16, 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 § 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 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| (Page1 of 20) |
| CUSIP No.16945L107 | SCHEDULE 13D | Page 2of 20 |
| 1 | NAMES OF REPORTING PERSONS.
Lake Union Capital Fund, LP
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX 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 2,856,021 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 2,856,021 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,856,0211 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | ||
14
| TYPE OF REPORTING PERSON PN | ||
1 As of August 16, 2012, the Reporting Person beneficially owns 952,007 American Depositary Shares, representing 2,856,021 underlying Ordinary Shares.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 3 of 20 |
| 1 | NAMES OF REPORTING PERSONS.
Lake Union Capital Management, LLC
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX 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 2,856,021 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 2,856,021 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,856,0212 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | ||
14
| TYPE OF REPORTING PERSON IA | ||
2 As of August 16, 2012, the Reporting Person beneficially owns 952,007 American Depositary Shares, representing 2,856,021 underlying Ordinary Shares.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 4of 20 |
| 1 | NAMES OF REPORTING PERSONS.
Michael Self
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX 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 2,856,021 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 2,856,021 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,856,0213 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | ||
14
| TYPE OF REPORTING PERSON IN | ||
3 As of August 16, 2012, the Reporting Person beneficially owns 952,007 American Depositary Shares, representing 2,856,021 underlying Ordinary Shares.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 5of 20 |
| 1 | NAMES OF REPORTING PERSONS.
Columbia Pacific Opportunity Fund, L.P.
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Washington | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 9,388,026 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 9,388,026 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,388,0264 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% | ||
14
| TYPE OF REPORTING PERSON PN | ||
4 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 6of 20 |
| 1 | NAMES OF REPORTING PERSONS.
Columbia Pacific Advisors, LLC
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Washington | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 9,388,026 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 9,388,026 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,388,0265 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% | ||
14
| TYPE OF REPORTING PERSON IA | ||
5 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 7of 20 |
| 1 | NAMES OF REPORTING PERSONS.
Alexander B. Washburn
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 9,388,026 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 9,388,026 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,388,0266 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% | ||
14
| TYPE OF REPORTING PERSON IN | ||
6 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 8of 20 |
| 1 | NAMES OF REPORTING PERSONS.
Daniel R. Baty
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 9,388,026 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 9,388,026 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,388,0267 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% | ||
14
| TYPE OF REPORTING PERSON IN | ||
7 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 9of 20 |
| 1 | NAMES OF REPORTING PERSONS.
Stanley L. Baty
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 9,388,026 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 9,388,026 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,388,0268 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% | ||
14
| TYPE OF REPORTING PERSON IN | ||
8 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 10of 20 |
| 1 | NAMES OF REPORTING PERSONS.
Brandon D. Baty
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 9,388,026 | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 9,388,026 | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,388,0269 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% | ||
14
| TYPE OF REPORTING PERSON IN | ||
9 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 11of 20 |
Note:This Amendment No. 7 (the “Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2011, as amended on October 14, 2011, December 12, 2011, December 15, 2011, January 12, 2012, May 7, 2012 and July 9, 2012 (the “Schedule 13D”), by the Aegir Parties, the Lake Union Parties and the Columbia Pacific Parties relating to ordinary shares in the form of American Depositary Shares (“ADSs”) issued by ChinaEDU Corporation (the “Issuer” or the “Company”), the principal executive office of which is located at 4th Floor-A, GeHua Building, No. 1 QinglongHutong, Dongcheng District, Beijing, 100007 People’s Republic of China. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D.
The cover pages previously filed by the Aegir Parties remain unchanged. Any items that are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used in this Amendment and not defined herein have the respective meanings ascribed to such terms in the Schedule 13D, as previously amended.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by the addition of the following:
Lake Union Parties
The 14,100 Ordinary Shares in the form of ADSs purchased by Lake Union Parties since July 6, 2012 were acquired by Lake Union Capital Fund, L.P. for an aggregate purchase price of approximately $25,009 and were acquired with the investment capital of Lake Union Fund, as more fully detailed in Item 5 herein.
Columbia Pacific Parties
The 449,247 Ordinary Shares in the form of ADSs purchased by the Columbia Pacific Parties since July 6, 2012 were acquired by the Columbia Pacific Parties for an aggregate purchase price of approximately $760,304 and were acquired with the investment capital of the Columbia Pacific Parties, as more fully detailed in Item 5 herein.
Item 4. Purpose of Transaction.
The second, third and fourth paragraphs of Item 4 of the Schedule 13D are hereby amended and restated by the following:
The Lake Union Parties acquired their interests in the Company between April 7, 2008 and August 9, 2012, and presently hold approximately 5.3% of the Company’s Ordinary Shares in the form of ADSs. The purchases of the ADSs were made in the Lake Union Parties’ ordinary course of business and were not made for the purpose of acquiring control of the Company.
The Columbia Pacific Parties acquired their interests in the Company between August 7, 2008 and August 16, 2012, and presently hold approximately 17.4% of the Company’s Ordinary Shares in the form of ADSs. The purchases of the ADSs were made in the Columbia Pacific Parties’ ordinary course of business and were not made for the purpose of acquiring control of the Company.
| CUSIP No.16945L107 | SCHEDULE 13D | Page 12of 20 |
The Aegir Parties, Lake Union Parties and the Columbia Pacific Parties formed The ChinaEDU Value Realization Committee (the “Committee”) for the purposes described below. The Committee may be deemed to be a group under Section 13(d) of the Securities Exchange Act of 1934 representing approximately 31.8% of the Company’s outstanding Ordinary Shares in the Form of ADSs.
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
The Reporting Persons have engaged Stifel, Nicolaus & Co. (“Stifel”) to act as their exclusive financial advisor with respect to the sale of their investment in the Company. The Reporting Persons anticipate Stifel will contact potential strategic and financial buyers, the Company, and other shareholders in connection with this engagement. The Reporting Persons believe this engagement may lead prospective buyers to consider an acquisition of all or a majority of the Company’s Ordinary Shares in the form of ADSs (a “Control Transaction”). Stifel may seek to advise a prospective buyer or the Company in connection with a Control Transaction, and the Reporting Persons may encourage Stifel to do so. As currently contemplated, the Reporting Persons’ agreement with Stifel would be terminated prior to or contemporaneously with Stifel’s agreement to be engaged by such other party. The foregoing summary of this engagement is qualified by reference to the text of the Engagement Letter, a copy of which is attached as Exhibit 99.5 to this Schedule 13D and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
The first paragraph in Item 5 is hereby amended and restated by the following:
By virtue of the understanding reached between the Reporting Persons described in Item 4, the Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Act of 1934. Collectively, the group may be deemed to have voting control over a combined 17,120,415 of the Ordinary Shares in the form of ADSs of the Issuer.
The information under the heading “Lake Union Parties” in Item 5 is hereby amended and restated by the following:
Lake Union Parties
| (a) | As of the close of trading on August 16, 2012, (i) Lake Union Capital Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 2,856,021 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power. |
| CUSIP No.16945L107 | SCHEDULE 13D | Page 13of 20 |
Lake Union Capital Management, LLC is the investment manager and general partner of Lake Union Capital Fund, L.P. and, as such, may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Lake Union Capital Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.
Mr. Self is the managing member of Lake Union Capital Management, LLC. In such capacity, Mr. Self controls the trading of securities held by Lake Union Capital Fund L.P. As a result of such role and otherwise by virtue of his relationship to Lake Union Capital Fund, L.P. and Lake Union Capital Management LLC, Mr. Self may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Lake Union Capital Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.
The 5.3% of the Ordinary Shares in the form of ADSs beneficially owned by each of Lake Union Capital Fund, L.P., Lake Union Capital Management, LLC and Mr. Self are based on 53,804,980 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2011 (as set forth on the Issuer’s Form 20-F filed April 27, 2012 with the Securities and Exchange Commission).
Lake Union Capital Management LLC and Mr. Self disclaim beneficial ownership of the Ordinary Shares in the form of ADSs held by Lake Union Capital Fund, L.P., except to the extent of their pecuniary interest therein.
| (b) | The response to Item 5(a) above under the heading “Lake Union Parties” is incorporated herein by reference. | |
| (c) | The trading dates, number of Ordinary Shares in the form of ADSs purchased and sold and price per share for all transactions in the Ordinary Shares in the form of ADSs since the most recent filing by the Lake Union Parties were all effected in unsolicited broker transactions on the NASDAQ Global Market as set forth in Schedule B. |
Other than the acquisition of the 14,100 shares of the Issuer’s Ordinary Shares in the form of ADSs set forth on Schedule B hereto, the Lake Union Parties have not engaged in any transactions in the Issuer’s Ordinary Shares in the form of ADSs since the most recent filing.
| (d) | The response to Item 5(a) above under the heading “Lake Union Parties” is incorporated herein by reference. | |
| (e) | Not applicable. |
| CUSIP No.16945L107 | SCHEDULE 13D | Page 14of 20 |
The information under the heading “Columbia Pacific Parties” in Item 5 is hereby amended and restated by the following:
Columbia Pacific Parties
| (a) | As of the close of trading on August 16, 2012, (i) Columbia Pacific Opportunity Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 9,388,026 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power. |
Columbia Pacific Advisors, LLC is the advisor and sole general partner of Columbia Pacific Opportunity Fund, L.P. and, as such, may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Columbia Pacific Opportunity Fund, L.P., and, accordingly, may be deemed to indirectly beneficially own such shares.
Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty are the managing members of Columbia Pacific Advisors, LLC. In such capacity, Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty control the trading of securities held by Columbia Pacific Opportunity Fund, L.P. As a result of such role and otherwise by virtue of their relationship to Columbia Pacific Opportunity Fund, L.P. and Columbia Pacific Advisors, LLC, each may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Columbia Pacific Opportunity Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.
The 17.4% of the Ordinary Shares in the form of ADSs beneficially owned by each of Columbia Pacific Opportunity Fund, L.P., Columbia Pacific Advisors, LLC, Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty are based on 53,804,980 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2011 (as set forth on the Issuer’s Form 20-F filed April 27, 2012 with the Securities and Exchange Commission).
Columbia Pacific Advisors, LLC, Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty disclaim beneficial ownership of the Ordinary Shares in the form of ADSs held by Columbia Pacific Opportunity Fund, L.P., except to the extent of their pecuniary interest therein.
| (b) | The response to Item 5(a) above under the heading “Columbia Pacific Parties” is incorporated herein by reference. |
| (c) | The trading dates, number of Ordinary Shares in the form of ADSs purchased and sold and price per share for all transactions in the Ordinary Shares in the form of ADSs since the most recent filing by the Columbia Pacific Parties were all effected in unsolicited broker transactions on the NASDAQ Global Market as set forth in Schedule C. |
| CUSIP No.16945L107 | SCHEDULE 13D | Page 15of 20 |
Other than the acquisition of the 449,247 shares of the Issuer’s Ordinary Shares in the form of ADSs set forth on Schedule C hereto, the Columbia Pacific Parties have not engaged in any transactions in the Issuer’s Ordinary Shares in the form of ADSs since the most recent filing.
| (d) | The response to Item 5(a) above under the heading “Columbia Pacific Parties” is incorporated herein by reference. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by the following:
The Reporting Persons have engaged Stifel to act as their exclusive financial advisor with respect to the sale of their investment in the Company. The Reporting Persons anticipate Stifel will contact potential strategic and financial buyers, the Company, and other shareholders in connection with this engagement. The Reporting Persons believe this engagement may lead prospective buyers to consider a Control Transaction. Stifel may seek to advise a prospective buyer or the Company in connection with a Control Transaction, and the Reporting Persons may encourage Stifel to do so. As currently contemplated, the Reporting Persons’ agreement with Stifel would be terminated prior to or contemporaneously with Stifel’s agreement to be engaged by such other party. The foregoing summary of this engagement is qualified by reference to the text of the Engagement Letter, a copy of which is attached as Exhibit 99.5 to this Schedule 13D and is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following exhibit:
| Exhibit | Description |
| 99.5 | Letter Agreement, dated August 16, 2012 by and between Stifel, Nicolaus & Company, Incorporated and the Shareholder Group |
| CUSIP No.16945L107 | SCHEDULE 13D | Page 16of 20 |
SIGNATURE
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.
Dated: August 17, 2012
New Vernon Aegir Master Fund Ltd.
By: New Vernon Partners LLC
/s/ Barton S. Aronson
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman
Dated: August 17, 2012
New Vernon Investment Management LLC
By: Trent Stedman
/s/ Barton S. Aronson
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman
Dated: August 17, 2012
New Vernon Partners LLC
By: Trent Stedman
/s/ Barton S. Aronson
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman
Dated: August 17, 2012
/s/ Barton S. Aronson
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman
Dated: August 17, 2012
/s/ Barton S. Aronson
Name: Barton S. Aronson, Authorized Signatory for Thomas Patrick
| CUSIP No.16945L107 | SCHEDULE 13D | Page 17of 20 |
Dated: August 17, 2012
Lake Union Capital Fund, LP
By: Lake Union Capital Management, LLC
/s/ Michael Self
Name: Michael Self
Title: General Partner
Dated: August 17, 2012
Lake Union Capital Management, LLC
/s/ Michael Self
Name: Michael Self
Title: Managing Member
Dated: August 17, 2012
/s/ Michael Self
Name: Michael Self
Dated: August 17, 2012
Columbia Pacific Opportunity Fund, L.P.
By: Columbia Pacific Advisors, LLC
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member of Columbia Pacific Advisors, LLC
Dated: August 17, 2012
Columbia Pacific Advisors, LLC
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member of Columbia Pacific Advisors, LLC
Dated: August 17, 2012
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
| CUSIP No.16945L107 | SCHEDULE 13D | Page 18of 20 |
Dated: August 17, 2012
/s/ Daniel R. Baty
Name: Daniel R. Baty
Dated: August 17, 2012
/s/ Stanley L. Baty
Name: Stanley L. Baty
Dated: August 17, 2012
/s/ Brandon D. Baty
Name: Brandon D. Baty
| CUSIP No.16945L107 | SCHEDULE 13D | Page 19of 20 |
SCHEDULE B
TRANSACTIONS BY THE LAKE UNION PARTIES
| Reporting Person | Date | Transaction | Number of ADSs(1)Purchased | Underlying Ordinary Shares of Such ADSs | Approximate Price Per ADS (excluding commissions) |
| Lake Union Capital Fund, L.P. | 7/09/2012 | BUY | 900 | 300 | 5.68 |
| Lake Union Capital Fund, L.P. | 7/10/2012 | BUY | 3,600 | 1,200 | 5.58 |
| Lake Union Capital Fund, L.P. | 7/17/2012 | BUY | 600 | 200 | 5.34 |
| Lake Union Capital Fund, L.P. | 7/18/2012 | BUY | 300 | 100 | 5.33 |
| Lake Union Capital Fund, L.P. | 7/20/2012 | BUY | 900 | 300 | 5.42 |
| Lake Union Capital Fund, L.P. | 7/23/2012 | BUY | 300 | 100 | 5.09 |
| Lake Union Capital Fund, L.P. | 7/24/2012 | BUY | 1,200 | 400 | 5.21 |
| Lake Union Capital Fund, L.P. | 7/25/2012 | BUY | 600 | 200 | 5.15 |
| Lake Union Capital Fund, L.P. | 7/27/2012 | BUY | 900 | 300 | 4.89 |
| Lake Union Capital Fund, L.P. | 7/31/2012 | BUY | 600 | 200 | 5.11 |
| Lake Union Capital Fund, L.P. | 8/01/2012 | BUY | 300 | 100 | 4.96 |
| Lake Union Capital Fund, L.P. | 8/02/2012 | BUY | 300 | 100 | 4.90 |
| Lake Union Capital Fund, L.P. | 8/08/2012 | BUY | 600 | 200 | 4.77 |
| Lake Union Capital Fund, L.P. | 8/09/2012 | BUY | 3,000 | 1,000 | 5.34 |
(1) American Depositary Shares, each representing three Ordinary Shares, par value US $0.01 per share
| CUSIP No.16945L107 | SCHEDULE 13D | Page 20of 20 |
SCHEDULE C
TRANSACTIONS BY THE COLUMBIA PACIFIC PARTIES
| Reporting Person | Date | Transaction | Number of ADSs(1)Purchased | Underlying Ordinary Shares of Such ADSs | Approximate Price Per ADS (excluding commissions) |
| Columbia Pacific Opportunity Fund, L.P. | 7/09/2012 | BUY | 1,900 | 5,700 | 5.74 |
| Columbia Pacific Opportunity Fund, L.P. | 7/10/2012 | BUY | 5,100 | 15,300 | 5.69 |
| Columbia Pacific Opportunity Fund, L.P. | 7/11/2012 | BUY | 1,300 | 3,900 | 5.56 |
| Columbia Pacific Opportunity Fund, L.P. | 7/12/2012 | BUY | 3,289 | 9,867 | 5.55 |
| Columbia Pacific Opportunity Fund, L.P. | 7/13/2012 | BUY | 1,000 | 3,000 | 5.74 |
| Columbia Pacific Opportunity Fund, L.P. | 7/16/2012 | BUY | 1,800 | 5,400 | 5.50 |
| Columbia Pacific Opportunity Fund, L.P. | 7/17/2012 | BUY | 8,200 | 24,600 | 5.35 |
| Columbia Pacific Opportunity Fund, L.P. | 7/18/2012 | BUY | 1,900 | 5,700 | 5.41 |
| Columbia Pacific Opportunity Fund, L.P. | 7/19/2012 | BUY | 5,500 | 16,500 | 5.35 |
| Columbia Pacific Opportunity Fund, L.P. | 7/20/2012 | BUY | 5,749 | 17,247 | 5.34 |
| Columbia Pacific Opportunity Fund, L.P. | 7/23/2012 | BUY | 4,699 | 14,097 | 5.24 |
| Columbia Pacific Opportunity Fund, L.P. | 7/24/2012 | BUY | 7,000 | 21,000 | 5.16 |
| Columbia Pacific Opportunity Fund, L.P. | 7/25/2012 | BUY | 8,275 | 24,825 | 5.12 |
| Columbia Pacific Opportunity Fund, L.P. | 7/26/2012 | BUY | 11,700 | 35,100 | 5.06 |
| Columbia Pacific Opportunity Fund, L.P. | 7/27/2012 | BUY | 11,598 | 34,794 | 4.89 |
| Columbia Pacific Opportunity Fund, L.P. | 7/30/2012 | BUY | 800 | 2,400 | 5.06 |
| Columbia Pacific Opportunity Fund, L.P. | 7/31/2012 | BUY | 2,900 | 8,700 | 5.11 |
| Columbia Pacific Opportunity Fund, L.P. | 8/01/2012 | BUY | 2,600 | 7,800 | 5.02 |
| Columbia Pacific Opportunity Fund, L.P. | 8/02/2012 | BUY | 12,325 | 36,975 | 4.75 |
| Columbia Pacific Opportunity Fund, L.P. | 8/03/2012 | BUY | 12,349 | 37,047 | 4.55 |
| Columbia Pacific Opportunity Fund, L.P. | 8/06/2012 | BUY | 9,859 | 29,577 | 4.74 |
| Columbia Pacific Opportunity Fund, L.P. | 8/07/2012 | BUY | 8,405 | 25,215 | 4.66 |
| Columbia Pacific Opportunity Fund, L.P. | 8/08/2012 | BUY | 100 | 300 | 4.84 |
| Columbia Pacific Opportunity Fund, L.P. | 8/09/2012 | BUY | 3,600 | 10,800 | 5.04 |
| Columbia Pacific Opportunity Fund, L.P. | 8/10/2012 | BUY | 2,900 | 8,700 | 5.32 |
| Columbia Pacific Opportunity Fund, L.P. | 8/13/2012 | BUY | 4,400 | 13,200 | 5.25 |
| Columbia Pacific Opportunity Fund, L.P. | 8/14/2012 | BUY | 2,001 | 6,003 | 5.35 |
| Columbia Pacific Opportunity Fund, L.P. | 8/15/2012 | BUY | 900 | 2,700 | 5.37 |
| Columbia Pacific Opportunity Fund, L.P. | 8/16/2012 | BUY | 7,600 | 22,800 | 5.37 |
(1) American Depositary Shares, each representing three Ordinary Shares, par value US $0.01 per share
