This Amendment No. 4 amends and supplements the statement on Schedule 13D filed with the SEC on August 23, 2013, as amended by Amendment No. 1 on September 13, 2013, Amendment No. 2 on September 16, 2013 and Amendment No. 3 on September 19, 2013 (the “Schedule 13D”), which relates to the ordinary shares, par value US$0.01 (the “Ordinary Shares”), of ChinaEdu Corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D. Responses to each item of this Statement on 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 |
Item 3 of the Schedule 13D is hereby amended and supplemented by replacing the second paragraph of Item 3 with the following paragraph:
The source of funding for MHGE Intermediate’s acquisition of the 464,300 ADSs, representing 1,392,900 Ordinary Shares, reported in this Schedule 13D was MHGE Intermediate’s cash on hand.
Item 5. | Interest in Securities of the Issuer |
The response set forth in Item 5 of the Schedule 13D 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 4,770,236 Ordinary Shares, representing 18.99% 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 October 15, 2013, by and among the Reporting Persons. |
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: October 15, 2013
| MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC | |
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| By: | | /s/ David Stafford | |
| | | David Stafford | |
| | | Senior Vice President and General Counsel | |
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| By: | | /s/ David Stafford | |
| | | David Stafford | |
| | | Senior Vice President and General Counsel | |
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| By: | | /s/ David Stafford | |
| | | David Stafford | |
| | | Senior Vice President and General Counsel | |
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| By: | | /s/ David Stafford | |
| | | David Stafford | |
| | | Senior Vice President and General Counsel | |
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| APOLLO CO-INVESTORS (MHE), L.P. | |
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| By: | Apollo Management (MHE), LLC its investment manager | |
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| | By: | Apollo Management VII, L.P. its member-manager | |
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| | | By: | AIF VII Management, LLC its general partner | |
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| | | | By: | | /s/ Laurie D. Medley | |
| | | | | | Laurie D. Medley Vice President | |
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| APOLLO MANAGEMENT (MHE), LLC | |
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| By: | Apollo Management VII, L.P. its member-manager | |
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| | By: | AIF VII Management, LLC its general partner | |
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| | | By: | | /s/ Laurie D. Medley | |
| | | | | Laurie D. Medley Vice President | |
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| AP GEORGIA HOLDINGS, L.P. | |
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| By: | AP Georgia Holdings GP, LLC | |
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| | By: | Apollo Management VII, L.P. its manager | |
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| | | By: | AIF VII Management, LLC its general partner | |
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| | | | By: | | /s/ Laurie D. Medley | |
| | | | | | Laurie D. Medley Vice President | |
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| AP GEORGIA HOLDINGS GP, LLC | |
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| By: | Apollo Management VII, L.P.its manager | |
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| | By: | AIF VII Management, LLCits general partner | |
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| | | By: | /s/ Laurie D. Medley | |
| | | | | Laurie D. Medley Vice President | |
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| APOLLO MANAGEMENT VII, L.P. | |
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| By: | AIF VII Management, LLCits general partner | |
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| | By: | /s/ Laurie D. Medley | |
| | | | Laurie D. Medley Vice President | |
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| AIF VII MANAGEMENT, LLC | |
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| By: | /s/ Laurie D. Medley | |
| | | Laurie D. Medley Vice President | |
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| APOLLO MANAGEMENT, L.P. | |
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| By: | Apollo Management GP, LLC its general partner | |
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| | By: | /s/ Laurie D. Medley | |
| | | | Laurie D. Medley Vice President | |
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| APOLLO MANAGEMENT GP, LLC | |
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| By: | /s/ Laurie D. Medley | |
| | | Laurie D. Medley Vice President | |
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| APOLLO MANAGEMENT HOLDINGS, L.P. | |
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| By: | Apollo Management Holdings GP, LLC its general partner | |
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| | By: | /s/ Laurie D. Medley | |
| | | | Laurie D. Medley Vice President | |
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| APOLLO MANAGEMENT HOLDINGS GP, LLC | |
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| By: | /s/ Laurie D. Medley | |
| | | Laurie D. Medley Vice President | |
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SCHEDULE 1
Transactions Since Filing of Amendment No. 3 on September 19, 2013
Transaction Type | Date | # of ADSs (ordinary shares) | Price Per ADS |
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Purchase | 9/19/13 | 5,200 (15,600) | $6.99 |
Purchase | 9/20/13 | 3,500 (10,500) | $6.97 |
Purchase | 9/23/13 | 3,000 (9,000) | $7.00 |
Purchase | 9/24/13 | 3,000 (9,000) | $6.99 |
Purchase | 9/25/13 | 1,300 (3,900) | $7.00 |
Purchase | 9/26/13 | 2,700 (8,100) | $6.97 |
Purchase | 9/27/13 | 2,300 (6,900) | $6.99 |
Purchase | 9/30/13 | 1,000 (3,000) | $6.99 |
Purchase | 10/1/13 | 14,526 (43,578) | $7.07 |
Purchase | 10/2/13 | 37,238 (111,714) | $7.10 |
Purchase | 10/3/13 | 11,600 (34,800) | $7.03 |
Purchase | 10/4/13 | 10,636 (31,908) | $7.08 |
Purchase | 10/7/13 | 2,500 (7,500) | $6.98 |
Purchase | 10/8/13 | 800 (2,400) | $6.99 |
Purchase | 10/9/13 | 5,000 (15,000) | $7.07 |
Purchase | 10/10/13 | 5,000 (15,000) | $7.04 |
Purchase | 10/11/13 | 5,000 (15,000) | $7.05 |
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.