(Amendment No. ___)
1 | NAME OF REPORTING PERSONS Ned L. Sherwood |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 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) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 637,836 |
| 8 | SHARED VOTING POWER 2,625,488 |
| 9 | SOLE DISPOSITIVE POWER 637,836 |
| 10 | SHARED DISPOSITIVE POWER 2,625,488 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,263,324 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% |
| 14 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 16946T109 | SCHEDULE 13D | Page 3 of 8 Pages |
1 | NAME OF REPORTING PERSONS |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 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) o |
| 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 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 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 |
| CUSIP No. 16946T109 | SCHEDULE 13D | Page 4 of 8 Pages |
1 | NAME OF REPORTING PERSONS |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 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) o |
| 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 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 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 OO |
| Item 1. | Security and Issuer. |
This statement relates to the common stock, par value $0.0001 per share (the “Shares”) of ChinaCast Education Corporation, a Delaware corporation, (the “Issuer”). The Issuer’s principal executive office is located at Suite 08, 20/F, One International Financial Centre, 1 Harbour View Street, Central, Hong Kong.
| Item 2. | Identity and Background. |
(a) This Schedule 13D is filed by Ned L. Sherwood, ZS EDU L.P., and ZS EDU GP LLC. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(b) The principal business address of each of Mr. Sherwood, ZS EDU L.P. and ZS EDU GP LLC is c/o ZS Fund L.P., 1133 Avenue of the Americas, New York, New York 10036.
(c) The principal business of Mr. Sherwood is as serving as a manager of the general partner of ZS Fund L.P., a private equity firm engaged in making long-term investments in successful middle-market companies. The principal business of ZS EDU L.P. is acquiring, holding and disposing of investments in various companies.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Sherwood is a citizen of the United States of America. ZS EDU L.P. is a Delaware limited partnership. ZS EDU GP LLC is a Delaware limited liability company.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price of the 3,263,324 Shares beneficially owned by the Reporting Persons is $20,524,550. The source of the $4,366,481 used to purchase the 637,836 shares owned by Ned Sherwood was investment capital. The source of the $16,158,069 used to purchase the 2,625,488 shares owned by ZS EDU L.P. and ZS EDU GP LLC was investment capital.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons do not have any plans or proposals which relate to or would result in:
| | a. | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| | b. | a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; |
| | c. | any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| | d. | any material change in the present capitalization or dividend policy of the Issuer; |
| | e. | any other material change in the Issuer’s business or corporate structure; |
| | f. | changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person; |
| | g. | causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| | h. | a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or |
| | i. | any action similar to those enumerated above. |
The Reporting Persons intend to review their investment in the Issuer’s Shares on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, or changing their intention with respect to any and all matters set forth in subparagraphs (a) - (i) of this Item 4.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported as owned by the Reporting Persons is based upon 49,778,952 Shares outstanding, which is the total number of Shares of the Issuer outstanding as of March 11, 2011, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2011.
Amount beneficially owned:
Ned Sherwood – 3,263,324
ZS EDU L.P. – 2,625,488
ZS EDU GP LLC – 2,625,488
Percent of class:
Ned Sherwood – 6.6%
ZS EDU L.P. – 5.3%
ZS EDU GP LLC – 5.3%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Ned Sherwood – 637,836
ZS EDU L.P. – 0
ZS EDU GP LLC – 0
(ii) Shared power to vote or to direct the vote
Ned Sherwood – 2,625,488
ZS EDU L.P. – 2,625,488
ZS EDU GP LLC – 2,625,488
(iii) Sole power to dispose or to direct the disposition of
Ned Sherwood – 637,836
ZS EDU L.P. – 0
ZS EDU GP LLC – 0
(iv) Shared power to dispose or to direct the disposition of
Ned Sherwood – 2,625,488
ZS EDU L.P. – 2,625,488
ZS EDU GP LLC – 2,625,488
(c) The transaction dates, number of Shares purchased, the average price per share and a description of where the transactions were effected for all transactions by the Reporting Persons, within the last 60 days are set forth below:
| Name of Reporting Person | Date | | Number of Shares Purchased | | | Average Price per Share | | How was the transaction effected |
| Ned Sherwood | March 18, 2011 | | | 2,708 | | | $ | 5.41 | | Open market |
| Ned Sherwood | March 18, 2011 | | | 1,116 | | | $ | 5.59 | | Open market |
| Ned Sherwood | March 18, 2011 | | | 2,786 | | | $ | 5.41 | | Open market |
| Ned Sherwood | March 18, 2011 | | | 1,029 | | | $ | 5.58 | | Open market |
| ZS EDU L.P. | March 18, 2011 | | | 491,871 | | | $ | 5.668 | | Open market |
| ZS EDU L.P. | March 21, 2011 | | | 670,522 | | | $ | 6.0874 | | Open market |
| ZS EDU L.P. | March 22, 2011 | | | 478,114 | | | $ | 6.1557 | | Open market |
| ZS EDU L.P. | March 23, 2011 | | | 220,420 | | | $ | 6.1323 | | Open market |
| ZS EDU L.P. | March 24, 2011 | | | 358,561 | | | $ | 6.5012 | | Open market |
| ZS EDU L.P. | March 25, 2011 | | | 198,000 | | | $ | 6.4981 | | Open market |
| ZS EDU L.P. | March 28, 2011 | | | 208,000 | | | $ | 6.5082 | | Open market |
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
None.
| Item 7. | Materials to be Filed as Exhibits. |
None.
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.
| April 4, 2011 | Ned Sherwood |
| | |
| | By: /s/ Ned Sherwood |
| | Name: Ned Sherwood |
| | |
| April 4, 2011 | ZS EDU L.P. |
| | |
| | By: /s/ Ned Sherwood |
| | Name: Ned Sherwood |
| | Title: Manager of the General Partner, ZS EDU GP LLC |
| | |
| April 4, 2011 | ZS EDU GP LLC |
| | |
| | By: /s/ Ned Sherwood |
| | Name: Ned Sherwood |
| | Title: Manager |
