UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Chinacast Education Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
16946T109
(CUSIP Number)
May 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13G Page 2 of 11
1 NAMES OF REPORTING PERSONS
Columbia Pacific Opportunity Fund, L.P. (1)
IRS Identification No. of Above Person (entities only)
20-8451143
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
5. Sole Voting Power
5,396,361 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 5,396,361 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,396,361
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.01% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1) The filing of this joint Schedule 13G shall not be construed as an
admission that any of the Reporting Persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,361 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 49,020,291 shares of Common Stock outstanding as of November 6,
2011 as reported on the Company's Form 10-Q for the period ended September30,
2011, as filed on November 9, 2011.
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13G Page 3 of 11
1 NAMES OF REPORTING PERSONS
Columbia Pacific Advisors, LLC (1)
IRS Identification No. of Above Person (entities only)
20-8051301
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
5. Sole Voting Power
5,396,361 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 5,396,361 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,396,361
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.01% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
(1) The filing of this joint Schedule 13G shall not be construed as an
admission that any of the Reporting Persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,361 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 49,020,291 shares of Common Stock outstanding as of November 6,
2011 as reported on the Company's Form 10-Q for the period ended September30,
2011, as filed on November 9, 2011.
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13G Page 4 of 11
1 NAMES OF REPORTING PERSONS
Alexander B. Washburn (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. Sole Voting Power
5,396,361 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 5,396,361 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,396,361
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.01% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13G shall not be construed as an
admission that any of the Reporting Persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,361 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 49,020,291 shares of Common Stock outstanding as of November 6,
2011 as reported on the Company's Form 10-Q for the period ended September30,
2011, as filed on November 9, 2011.
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13G Page 5 of 11
1 NAMES OF REPORTING PERSONS
Daniel R. Baty (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. Sole Voting Power
5,396,361 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 5,396,361 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,396,361
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.01% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13G shall not be construed as an
admission that any of the Reporting Persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,361 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 49,020,291 shares of Common Stock outstanding as of November 6,
2011 as reported on the Company's Form 10-Q for the period ended September30,
2011, as filed on November 9, 2011.
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13G Page 6 of 11
1 NAMES OF REPORTING PERSONS
Stanley L. Baty (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. Sole Voting Power
5,396,361 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 5,396,361 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,396,361
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.01% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13G shall not be construed as an
admission that any of the Reporting Persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,361 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 49,020,291 shares of Common Stock outstanding as of November 6,
2011 as reported on the Company's Form 10-Q for the period ended September30,
2011, as filed on November 9, 2011.
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13G Page 7 of 11
Item 1.
(a) Name of Issuer:
ChinaCast Education Corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices:
2000 Pudong Avenue, Room 505, Pudong, Shanghai, 200135, China
Item 2.
(a) Name of Person Filing:
This Schedule 13G is being filed by Columbia Pacific Opportunity Fund, L.P.,
a Washington limited partnership (the "Fund"), Columbia Pacific Advisors LLC,
a Washington limited liability company (the "Adviser"), Alexander B. Washburn,
Daniel R. Baty and Stanley L. Baty (each a "Reporting Person" and
collectively the "Reporting Persons").
(b) Address of Principal Business Office or, if none, Residence: Same
The business address of the Reporting Persons is:
1910 Fairview Avenue East Suite 200, Seattle, WA 98102-3620.
(c) Citizenship:
The Fund is a Washington limited partnership; the Adviser is a Washington
limited liability company; Alexander B. Washburn, Daniel R. Baty and
Stanley L. Baty are U.S. citizens.
(d) Title of Class of Securities:
Shares of Common Stock, par value $0.0001 per share (the "Common Stock")
(e) CUSIP Number:
16946T109
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)
(for Columbia Pacific Advisors, LLC only);
(f) [ ] An employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G) (for Alexander B. Washburn, Daniel R. Baty,
Stanley L. Baty and Brandon D. Baty only).
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13G Page 8 of 11
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J).
(k) [ ] Group, in accordance with Section 240.13d-1(b) (1)(ii)(K).
If filing as a non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J), please specify the type of institution.
Item 4. Ownership.
As of the date hereof, the Reporting Persons may be deemed to beneficially
own an aggregate of 5,396,361 shares of Common Stock, which constitutes 11.01%
of the total number of 49,020,291 shares of Common Stock outstanding as of
November 6, 2011 as reported on the Company's Form 10-Q for the period ended
September30, 2011, as filed on November 9, 2011.
The Adviser has the sole power to vote or direct the vote of, and to
dispose or direct the disposition of, the 5,396,361 shares of Common Stock to
which this filing relates. See also Items 5 through 8 of the cover pages to
this Schedule 13G with respect to this Item 4. Mr. Washburn, Mr. D. Baty and
Mr. S. Baty serve as the managing members of the Adviser, which is primarily
responsible for all investment decisions regarding the Fund's investment
portfolio. The shares of Common Stock reported herein are held in the
portfolio of the Fund. Each of the Reporting Persons disclaims beneficial
ownership over the securities reported herein except to the extent of such
Reporting Persons" pecuniary interest therein.
Neither the present filing nor anything contained herein shall be
construed as an admission that the Reporting Persons constitute a "group" for
any purpose and the Reporting Persons expressly disclaim membership in a
group.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Each person for whom the Adviser acts as investment adviser has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock purchased or held pursuant
to such arrangements.
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13 G Page 9 of 11
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with, or as a participant in, any transaction having that purpose or
effect.
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13 G Page 10 of 11
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.
Dated: June 10, 2014 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of Columbia Pacific
Advisors, LLC, its general partner
Dated: June 10, 2014 COLUMBIA PACIFIC ADVISORS, LLC
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: June 10, 2014 /s/ Alexander B. Washburn
Alexander B. Washburn
Dated: June 10, 2014 /s/ Daniel R. Baty
Daniel R. Baty
Dated: June 10, 2014 /s/ Stanley L. Baty
Stanley L. Baty
--------------------------------------------------------------------------------
CUSIP No. 16946T109 Schedule 13 G Page 11 of 11
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement is
attached, hereby agree that such statement is filed, and any amendments thereto
filed by any or all of us will be filed on behalf of each of us.
June 10, 2014
(Date)
Columbia Pacific Opportunity Fund, L.P.
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of Columbia Pacific
Advisors, LLC, its general partner
Columbia Pacific Advisors, LLC
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
Alexander B. Washburn
/s/ Daniel R. Baty
Daniel R. Baty
/s/ Stanley L. Baty
Stanley L. Baty