UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ChinaCast Education Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
16946T109
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 200
Seattle, Washington 98102-3620
(206) 728-9063
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 2014
(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 of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
* 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 (however, see the
Notes).
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Cusip No. 16946T109 Schedule 13-D Page 2 of 11
1. Names of Reporting Persons
Columbia Pacific Opportunity Fund, L.P. (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
11,113,285 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 11,113,285 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,113,285
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
22.67% (3)
14. Type of Reporting Person
PN
(1) The filing of this joint Schedule 13D 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 11,113,285 shares of
Common Stock to which this Schedule 13D 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 September 30,
2011 as filed on November 9, 2011.
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Cusip No. 16946T109 Schedule 13-D Page 3 of 11
1. Names of Reporting Persons
Columbia Pacific Advisors, LLC (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
11,113,285 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 11,113,285 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,113,285
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
22.67% (3)
14. Type of Reporting Person
IA
(1) The filing of this joint Schedule 13D 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 11,113,285 shares of
Common Stock to which this Schedule 13D 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 September 30,
2011 as filed on November 9, 2011.
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Cusip No. 16946T109 Schedule 13-D Page 4 of 11
1. Names of Reporting Persons
Alexander B. Washburn (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check 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
7. Sole Voting Power
11,113,285 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 11,113,285 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,113,285
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
22.67% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D 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 11,113,285 shares of
Common Stock to which this Schedule 13D 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 September 30,
2011 as filed on November 9, 2011.
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Cusip No. 16946T109 Schedule 13-D Page 5 of 11
1. Names of Reporting Persons
Daniel R. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check 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
7. Sole Voting Power
11,113,285 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 11,113,285 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,113,285
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
22.67% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D 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 11,113,285 shares of
Common Stock to which this Schedule 13D 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 September 30,
2011 as filed on November 9, 2011.
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Cusip No. 16946T109 Schedule 13-D Page 6 of 11
1. Names of Reporting Persons
Stanley L. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check 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
7. Sole Voting Power
11,113,285 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 11,113,285 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,113,285
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
22.67% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D 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 11,113,285 shares of
Common Stock to which this Schedule 13D 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 September 30,
2011 as filed on November 9, 2011.
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Cusip No. 16946T109 Schedule 13-D Page 7 of 11
EXPLANATORY NOTE
This Schedule 13D relates to the Schedule 13G filed jointly by the
Reporting Persons (as defined in Item 2 below) with the Securities and Exchange
Commission on February 15, 2014; as amended on June 10, 2014 with respect to the
Common Stock (as defined in Item 1 below) of ChinaCast Education Corporation, a
Chinese corporation (the "Company"). The Reporting Persons are filing this
Schedule 13D pursuant to Rule 13d-1(f) of the Securities Exchange Act of 1934,
as amended, which requires persons previously reporting on Schedule 13G to file
a Schedule 13D when such persons' beneficial ownership equals or exceeds 20% of
the class of equity securities.
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 1. Security and Company
The class of equity securities to which this Schedule 13D relates is the Common
Stock, par value $0.0001 per share (the "Shares") of the Company. The principal
executive offices of the Company are located at 2000 Pudong Avenue, Room 505,
Pudong, Shanghai, 200135, China.
Item 2. Identity and Background
(a) This Schedule 13D is being filed jointly by Columbia Pacific
Opportunity Fund, L.P. (the "Fund"), Columbia Pacific Advisors LLC (the
"Adviser"), Alexander B. Washburn, Daniel R. Baty and Stanley L. Baty (each a
"Reporting Person" and collectively the "Reporting Persons").
(b) The business address of the Reporting Persons is:
1910 Fairview Avenue East, Suite 200, Seattle, WA 98102.
(c) 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.
(d) and (e):
None of the Reporting Persons have (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings 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 violations with respect to such laws.
(f) 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.
Item 3. Source and Amount of Funds or Other Consideration
The Shares reported herein were purchased by the Fund using its working
capital. No borrowed funds were used to purchase the Shares.
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Cusip No. 16946T109 Schedule 13-D Page 8 of 11
Item 4. Purpose of Transaction
Through January 13, 2015, the last date the Reporting Persons acquired
the Shares, the Reporting Persons acquired the Shares for passive investment
purposes.
Item 5. Interest in Securities of the Company
(a) As of January 13, 2015, the Reporting Persons may be deemed to
beneficially own an aggregate of 11,113,285 Shares, which constitutes 22.67% of
the 49,020,291 Shares outstanding as of November 6, 2011 as reported on the
Company's Form 10-Q for the period ended September 30, 2011 as filed on
November 9, 2011.
(b) The Adviser has the sole power to vote or direct the vote of, and
to dispose or direct the disposition of the 11,113,285 shares of Shares to which
this filing relates. See also Items 7 through 10 of the cover pages to this
Schedule 13D with respect to this Item 5. 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 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.
(c) The Reporting Persons on behalf of the Fund during the past 60 days
had net purchases of 4,675,093 Shares with an aggregate purchase price of
approximately $45,335 or $0.0097 per share. All transactions in the Shares were
affected in unsolicited broker transactions in the open-market and are set forth
in Schedule A.
(d) 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 purchased or held pursuant to such
arrangements.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable
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Cusip No. 16946T109 Schedule 13-D Page 9 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: January 14, 2015 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
COLUMBIA PACIFIC ADVISORS, LLC
By: /s/ Alexander B. Washburn
Name: 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
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Cusip No. 16946T109 Schedule 13-D Page 10 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.
Dated: January 14, 2015 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
COLUMBIA PACIFIC ADVISORS, LLC
By: /s/ Alexander B. Washburn
Name: 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
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Cusip No. 16946T109 Schedule 13-D Page 11 of 11
Schedule A
OPEN MARKET TRANSACTIONS IN THE SHARES BY THE FUND IN THE PAST 60 DAYS
Date Fund Transaction Shares Price
11/17/2014 Opportunity Fund BUY 25,000 0.02
11/18/2014 Opportunity Fund BUY 233,169 0.02
12/16/2014 Opportunity Fund BUY 2,240,000 0.0081
12/17/2014 Opportunity Fund BUY 726,000 0.01
12/23/2014 Opportunity Fund BUY 50,000 0.01
12/31/2014 Opportunity Fund BUY 1,355,400 0.01
01/13/2015 Opportunity Fund BUY 45,524 0.01