- Amended Statement of Ownership (SC 13G/A)
February 12 2009 - 12:14PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
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ChinaEdu Corporation
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(Name of Issuer)
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Ordinary
Shares
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(Title of Class of Securities)
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16945L107
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(CUSIP Number)
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December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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x
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Rule
13d-1(d)
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*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).
(Continued on following pages)
Page 2 of 13
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Private
Investment Partners II, L.P. (“Tiger PIP II”)
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING
POWER
8,286,184** shares, except that Tiger Global PIP Performance II, L.L.C.
(“Tiger Performance II”), the general partner of Tiger PIP II, and Tiger
Global Management, LLC (“Tiger Management”), the investment manager of Tiger
PIP II, may be deemed to have sole voting power with respect to such shares,
and Charles P. Coleman III (“Coleman”), the managing member of each of Tiger
Performance II and Tiger Management, may be deemed to have sole voting power with
respect to such shares.
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6
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SHARED
VOTING POWER
See response to row 5.
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7
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SOLE
DISPOSITIVE POWER
8,286,184** shares, except that Tiger Performance II, the general partner of
Tiger PIP II, and Tiger Management, the investment manager of Tiger PIP II, may
be deemed to have sole dispositive power with respect to such shares, and
Coleman, the managing member of each of Tiger Performance II and Tiger
Management, may be deemed to have sole dispositive power with respect to such
shares.
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8
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SHARED
DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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8,286,184
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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14.3%
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12
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TYPE OF REPORTING PERSON*
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PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes warrant held by
Tiger PIP II that is exercisable within 60 days of the date hereof for
1,446,023 ordinary shares of the issuer. As of January 23, 2009, all such
shares were sold, and such warrant was canceled, pursuant to a Share Repurchase
Agreement dated as of November 20, 2008 by and among the issuer and the
Reporting Persons (as defined below).
Page 3 of 13
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global PIP
Performance II, L.L.C. (“Tiger Performance II”)
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING
POWER
8,286,184** shares, all of which are directly owned by Tiger PIP II. Tiger
Performance II, the general partner of Tiger PIP II, Tiger Management, the
investment manager of Tiger PIP II, and Coleman, the managing member of each
of Tiger Performance II and Tiger Management, may be deemed to have sole
voting power with respect to such shares.
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6
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SHARED
VOTING POWER
See response to row 5.
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7
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SOLE
DISPOSITIVE POWER
8,286,184** shares, all of which are directly owned by Tiger PIP II. Tiger
Performance II, the general partner of Tiger PIP II, Tiger Management, the
investment manager of Tiger PIP II, and Coleman, the managing member of each
of Tiger Performance II and Tiger Management, may be deemed to have sole
dispositive power with respect to such shares.
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8
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SHARED
DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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8,286,184
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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14.3%
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12
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TYPE OF REPORTING PERSON*
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OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes warrant held by
Tiger PIP II that is exercisable within 60 days of the date hereof for
1,446,023 ordinary shares of the issuer. As of January 23, 2009, all such
shares were sold, and such warrant was canceled, pursuant to a Share Repurchase
Agreement dated as of November 20, 2008 by and among the issuer and the
Reporting Persons.
Page 4 of 13
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global II, L.P.
(“Tiger Global II”)
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING
POWER
6,692** shares, except that each of Tiger Global Performance, LLC (“Tiger
Global Performance”), the general partner of Tiger Global II, and Tiger
Management, the investment manager of Tiger Global II, may be deemed to have
sole voting power with respect to such shares, and Coleman, the managing
member of each of Tiger Global Performance and Tiger Management, may be
deemed to have sole voting power with respect to such shares.
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6
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SHARED
VOTING POWER
See response to row 5.
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7
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SOLE
DISPOSITIVE POWER
6,692** shares, except that each of Tiger Global Performance, the general
partner of Tiger Global II, and Tiger Management, the investment manager of
Tiger Global II, may be deemed to have sole dispositive power with respect to
such shares, and Coleman, the managing member of each of Tiger Global
Performance and Tiger Management, may be deemed to have sole dispositive
power with respect to such shares.
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8
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SHARED
DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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6,692
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.0%
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12
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TYPE OF REPORTING PERSON*
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PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes warrant held by Tiger Global II
that is exercisable within 60 days of the date hereof for 1,168 ordinary shares
of the issuer. As of January 23, 2009, all such shares were sold, and such
warrant was canceled, pursuant to a Share Repurchase Agreement dated as of
November 20, 2008 by and among the issuer and the Reporting Persons.
Page 5 of 13
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global
Performance, LLC (“Tiger Global Performance”)
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
6,692** shares, all of which are directly owned by Tiger Global II. Tiger
Global Performance is the general partner of Tiger Global II and may be
deemed to have sole voting power with respect to such shares, Tiger
Management is the investment manager of Tiger Global II and may be deemed to
have sole voting power with respect to such shares and Coleman, the managing
member of each of Tiger Global Performance and Tiger Management, may be
deemed to have sole voting power with respect to such shares.
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6
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SHARED
VOTING POWER
See response to row 5.
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7
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SOLE
DISPOSITIVE POWER
6,692** shares, all of which are directly owned by Tiger Global II. Tiger
Global Performance is the general partner of Tiger Global II and may be
deemed to have sole dispositive power with respect to such shares, Tiger Management
is the investment manager of Tiger Global II and may be deemed to have sole
dispositive power with respect to such shares and Coleman, the managing
member of each of Tiger Global Performance and Tiger Management, may be
deemed to have sole dispositive power with respect to such shares.
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8
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SHARED
DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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6,692
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.0%
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12
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TYPE OF REPORTING PERSON*
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OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes warrant held by
Tiger Global II that is exercisable within 60 days of the date hereof for 1,168
ordinary shares of the issuer. As of January 23, 2009, all such shares were
sold, and such warrant was canceled, pursuant to a Share Repurchase Agreement
dated as of November 20, 2008 by and among the issuer and the Reporting
Persons.
Page 6 of 13
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Management, LLC (“Tiger Management”)
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
8,292,876 ** shares, of which 8,286,184 are directly owned by Tiger PIP II
and 6,692 are directly owned by Tiger Global II. Tiger Management is the
investment manager of each of Tiger PIP II and Tiger Global II and may be
deemed to have sole voting power with respect to such shares, Tiger Global
Performance is the general partner of Tiger Global II and may be deemed to
have sole voting power with respect to such shares held by Tiger Global II,
Tiger Performance II is the general partner of Tiger PIP II and may be deemed
to have sole voting power with respect to such shares held by Tiger PIP II,
and Coleman, the managing member of each of Tiger Performance II and Tiger
Management, may be deemed to have sole voting power with respect to such
shares.
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6
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SHARED
VOTING POWER
See response to row 5.
|
|
7
|
SOLE
DISPOSITIVE POWER
8,292,876 ** shares, of which 8,286,184 are directly owned by Tiger PIP II
and 6,692 are directly owned by Tiger Global II. Tiger Management is the
investment manager of each of Tiger PIP II and Tiger Global II and may be
deemed to have sole dispositive power with respect to such shares, Tiger
Global Performance is the general partner of Tiger Global II and may be
deemed to have sole dispositive power with respect to such shares held by
Tiger Global II, Tiger Performance II is the general partner of Tiger PIP II
and may be deemed to have sole dispositive power with respect to such shares
held by Tiger PIP II, and Coleman, the managing member of each of Tiger
Performance II and Tiger Management, may be deemed to have sole dispositive
power with respect to such shares.
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8
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SHARED
DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
8,292,876
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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14.3%
|
Page 7 of 13
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12
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TYPE OF REPORTING PERSON*
|
OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes (i) warrant held
by Tiger PIP II that is exercisable within 60 days of the date hereof for 1,446,023
ordinary shares of the issuer and (ii) warrant held by Tiger Global II that is
exercisable within 60 days of the date hereof for 1,168 ordinary shares of the
issuer. As of January 23, 2009, all such shares were sold, and such warrants
were canceled, pursuant to a Share Repurchase Agreement dated as of November
20, 2008 by and among the issuer and the Reporting Persons.
Page 8 of 13
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Charles P. Coleman III
(“Coleman”)
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
8,292,876 ** shares, of which 8,286,184 are directly owned by Tiger PIP II
and 6,692 are directly owned by Tiger Global II. Coleman is the managing
member of each of Tiger Performance II (the general partner of Tiger PIP II),
Tiger Global Performance (the general partner of Tiger Global II) and Tiger
Management (the investment manager of each of Tiger PIP II and Tiger Global
II) and may be deemed to have sole voting power with respect to such shares.
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6
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SHARED
VOTING POWER
See response to row 5.
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|
7
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SOLE
DISPOSITIVE POWER
8,292,876 ** shares, of which 8,286,184 are directly owned by Tiger PIP II
and 6,692 are directly owned by Tiger Global II. Coleman is the managing
member of each of Tiger Performance II (the general partner of Tiger PIP II),
Tiger Global Performance (the general partner of Tiger Global II) and Tiger
Management (the investment manager of each of Tiger PIP II and Tiger Global
II) and may be deemed to have sole dispositive power with respect to such
shares.
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8
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SHARED
DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
8,292,876
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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14.3%
|
|
12
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TYPE OF REPORTING PERSON*
|
IN
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* SEE
INSTRUCTIONS BEFORE FILLING OUT!
**Includes (i) warrant held
by Tiger PIP II that is exercisable within 60 days of the date hereof for
1,446,023 ordinary shares of the issuer, and (ii) warrant held by Tiger Global
II that is exercisable within 60 days of the date hereof for 1,168 ordinary
shares of the issuer. As of January 23, 2009, all such shares were sold, and
such warrants were canceled, pursuant to a Share Repurchase Agreement dated as
of November 20, 2008 by and among the issuer and the Reporting Persons.
Page 9 of 13
This Amendment
No. 1 amends the Schedule 13G filed by Tiger Global Private Investment Partners
II, L.P., a Cayman Islands limited partnership, Tiger Global PIP Performance
II, L.L.C., a Delaware limited liability company, Tiger Global II, L.P., a
Delaware limited partnership, Tiger Global Performance, LLC, a Delaware limited
liability company, Tiger Global Management, LLC, a Delaware limited liability
company, and Charles P. Coleman III. The foregoing entities and individual are
collectively referred to as the “Reporting Persons.” Only those items as to
which there has been a change are included in this Amendment No. 1.
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ITEM 4.
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OWNERSHIP
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Provide the
following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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(a)
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Amount
beneficially owned
:
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See Row 9 of
cover page for each Reporting Person.
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(b)
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Percent of
Class
:
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See Row 11
of cover page for each Reporting Person.
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(c)
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Number of
shares as to which such person has
:
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(i)
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Sole power
to vote or to direct the vote:
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See Row 5 of
cover page for each Reporting Person.
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(ii)
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Shared power
to vote or to direct the vote:
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See Row 6 of
cover page for each Reporting Person.
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(iii)
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Sole power
to dispose or to direct the disposition of
:
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See Row 7 of
cover page for each Reporting Person.
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(iv)
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Shared power
to dispose or to direct the disposition of:
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See Row 8 of
cover page for each Reporting Person.
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Page 10 of 13
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:
February 12, 2009
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Tiger Global
Private Investment Partners II, L.P.
By Tiger Global PIP Performance II, L.L.C.
Its General Partner
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/s/ Charles
P. Coleman III
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Signature
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Charles P.
Coleman III
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Managing
Member
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Tiger Global
PIP Performance II, L.L.C.
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/s/ Charles
P. Coleman III
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Signature
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Charles P.
Coleman III
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Managing
Member
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Tiger Global
II, L.P.
By Tiger Global Performance, LLC
Its General Partner
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/s/ Charles
P. Coleman III
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Signature
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Charles P.
Coleman III
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Managing
Member
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Tiger Global
Performance, LLC
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/s/ Charles
P. Coleman III
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Signature
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Charles P.
Coleman III
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Managing
Member
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Tiger Global
Management, LLC
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/s/ Charles
P. Coleman III
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Signature
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Charles P.
Coleman III
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Managing
Member
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Charles P.
Coleman III
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/s/ Charles
P. Coleman III
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Signature
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Page 11 of 13
The original
statement shall be signed by each person on whose behalf the statement is filed
or his authorized representative. If the statement is signed on behalf of a
person by his authorized representative other than an executive officer or
general partner of the filing person, evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already
on file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
NOTE
: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§240.13d-7 for other parties for whom
copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
Page 12 of 13
EXHIBIT INDEX
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Found on
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Sequentially
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Exhibit
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Numbered Page
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Exhibit A:
Agreement of Joint Filing
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13
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Page 13 of 13
EXHIBIT A
Agreement of Joint Filing
The
Reporting Persons hereby agree that a single Schedule 13G (or any amendment
thereto) relating to the Ordinary Shares of ChinaEdu Corporation shall be filed
on behalf of each of the Reporting Persons. Note that copies of the applicable
Agreement of Joint Filing are already on file with the appropriate agencies.
Chinaedu Corp. ADS, Each Representing Three Ordinary Shares (MM) (NASDAQ:CEDU)
Historical Stock Chart
From May 2024 to Jun 2024
Chinaedu Corp. ADS, Each Representing Three Ordinary Shares (MM) (NASDAQ:CEDU)
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From Jun 2023 to Jun 2024
