- Amended Statement of Ownership (SC 13G/A)
January 14 2011 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ChinaEDU Corporation
|
(Name of Issuer)
|
|
Ordinary Shares in the form of American Depository Shares
|
(Title of Class of Securities)
|
January 3, 2011
|
Date of Event Which Requires Filing of the Statement
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
£
Rule 13d-1(b)
T
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 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).
Cusip No.
16945L107
|
13G/A
|
|
1
|
NAMES OF REPORTING PERSON
New Vernon Aegir Master Fund Ltd.
SS OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
98-0683760
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
£
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,449,108
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,449,108
1
|
£
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
£
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.05%
2
|
|
12
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TYPE OF REPORTING PERSON
CO
|
|
________________________________
1
As of January 12, 2011, the Reporting Person beneficially owns 1,483,036 American Depository Shares (ADS), representing 4,449,108 underlying Ordinary Shares.
2
Based on the 55,247,329 Ordinary Shares outstanding as of December 31, 2009, as reported by the Issuer on the most recent Form 20-F filed June 30, 2010 with the Securities and Exchange Commission.
Cusip No.
16945L107
|
13G/A
|
|
1
|
NAMES OF REPORTING PERSON
New Vernon Investment Management LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
£
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,449,108
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,449,108
3
|
£
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
£
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.05%
4
|
|
12
|
TYPE OF REPORTING PERSON
IA
|
|
________________________________
3
See footnote 1.
Cusip No.
16945L107
|
13G/A
|
|
1
|
NAMES OF REPORTING PERSON
New Vernon Partners LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
£
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
£
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
£
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.05%
6
|
|
12
|
TYPE OF REPORTING PERSON
IA
|
|
________________________________
5
See footnote 1.
Cusip No.
16945L107
|
13G/A
|
|
1
|
NAMES OF REPORTING PERSON
Trent Stedman
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
£
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,476,411
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
4,476,411
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,476,411
7
|
£
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
£
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1
%
8
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
________________________________
7
The Reporting Person beneficially owns 1,492,137 American Depository Shares (ADS), which represent 4,476,411 underlying Ordinary Shares.
Cusip No.
16945L107
|
13G/A
|
|
1
|
NAMES OF REPORTING PERSON
Thomas Patrick
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
£
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
357,897
9
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
357,897
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,897
|
£
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
£
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.65
%
10
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
________________________________
9
The Reporting Person beneficially owns 119,299 American Depository Shares (ADS), which represent 357,897 underlying Ordinary Shares.
Cusip No.
16945L107
|
13G/A
|
|
1
|
NAMES OF REPORTING PERSON
NV North American Opportunity Fund
SS OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
98-0454389
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
£
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
£
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
£
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
Cusip No.
16945L107
|
13G/A
|
|
Item 1(a)
|
Name of Issuer: ChinaEdu Corporation
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
4th Floor-A, GeHua Building
No. 1QinglongHutong, Dongcheng District
Beijing, 100007 People’s Republic of China
Item 2(a)
|
Name of Person Filing
|
Item 2(b)
|
Address of Principal Business Office
|
New Vernon Aegir Master Fund Ltd.
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
Cayman Islands
New Vernon Investment Management LLC
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
Delaware
New Vernon Partners LLC
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
Delaware
Trent Stedman
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
United States Citizen
Thomas Patrick
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
United States Citizen
NV North American Opportunity Fund
799 Central Ave.
Suite 350
Highland Park, Illinois 60035
Cayman Islands
|
2(d)
|
Title of Class of Securities:
|
Ordinary Shares in the form of American Depository Shares
|
2(e)
|
CUSIP Number:
|
16945L107
|
Cusip No.
16945L107
|
13G/A
|
|
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
£
|
Broker or dealer registered under Section 15 of the Exchange Act;
|
|
(b)
|
£
|
Bank as defined in Section 3(a)(6) of the Exchange Act;
|
|
(c)
|
£
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
|
|
(d)
|
£
|
Investment company registered under Section 8 of the Investment Company Act;
|
|
(e)
|
£
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
£
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
|
£
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
£
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
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(i)
|
£
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
(j)
|
£
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
If this statement is filed pursuant to Rule 13d-1(c), check this box.
(i)
|
New Vernon Aegir Master Fund Ltd.
11
|
|
(a)
|
Amount beneficially owned: 4,449,108 shares
|
|
(b)
|
Percent of Class: Approximately 8.05%
12
|
__________________
1
1
|
This amendment reflects a restructuring that occurred on January 3, 2011, pursuant to which (i) NV North American Opportunity Fund contributed all of its assets to New Vernon Aegir Master Fund Ltd. ("Master Fund") in exchange for all of the equity of Master Fund, (ii) New Vernon Investment Management LLC became the investment advisor of Master Fund (which currently holds only the assets contributed to it by NV North American Opportunity Fund), and (iii) New Vernon Partners LLC became the investment manager of Master Fund. As a result of such restructuring, NV North American Opportunity Fund does not beneficially own any shares of Common Stock of the Issuer. Trent Stedman is a portfolio manager of New Vernon Investment Management LLC and in such capacity, Mr. Stedman controls the trading of securities held by Master Fund. As a result of his service in such capacity and otherwise by virtue of his relationship to Master Fund, New Vernon Partners LLC and New Vernon Investment Management LLC, Mr. Stedman may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended (the “Act”)), the shares of Common Stock directly beneficially owned by Master Fund. New Vernon Investment Management LLC and New Vernon Partner LLC also may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Act) the shares of Common Stock directly beneficially owned by Master Fund.
|
Cusip No.
16945L107
|
13G/A
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 4,449,108
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 4,449,108
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
(ii)
|
New Vernon Investment Management LLC
13
|
|
(a)
|
Amount beneficially owned: 4,449,108 shares
|
|
(b)
|
Percent of Class: Approximately 8.05%
14
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 4,449,108
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 4,449,108
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
(iii)
|
New Vernon Partners LLC
15
|
|
(a)
|
Amount beneficially owned: 4,449,108 shares
|
|
(b)
|
Percent of Class: Approximately 8.05%
16
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 4,449,108
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
1
6
See footnote 2.
Cusip No.
16945L107
|
13G/A
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 4,449,108
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
|
(a)
|
Amount beneficially owned: 4,476,411 shares
|
|
(b)
|
Percent of Class: Approximately 8.05%
18
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 4,476,411
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 4,476,411
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
|
(a)
|
Amount beneficially owned: 357,897 shares
|
|
(b)
|
Percent of Class: Approximately 0.65%
20
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 357,897
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 357,897
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
(vi)
|
NV North American Opportunity Fund
21
|
|
(a)
|
Amount beneficially owned: 0 shares
|
1
7
See footnote 11.
Cusip No.
16945L107
|
13G/A
|
|
|
(b)
|
Percent of Class: Approximately 0.0%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
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:
£
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person:
|
Not Applicable.
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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
16945L107
|
13G/A
|
|
Signature
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 as of January 13, 2011
|
New Vernon Aegir Master Fund Ltd.
|
|
By:
|
New Vernon Partners LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Trent Stedman
|
|
|
Trent Stedman
|
|
|
|
Dated as of January 13, 2011
|
New Vernon Investment Management LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Trent Stedman
|
|
|
Trent Stedman
|
|
|
|
Dated as of January 13, 2011
|
New Vernon Partners LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Trent Stedman
|
|
|
Trent Stedman
|
|
|
|
|
|
|
Dated as of January 13, 2011
|
/s/ Trent Stedman
|
|
Trent Stedman
|
|
|
|
|
|
|
Dated as of January 13, 2011
|
/s/ Thomas Patrick
|
|
Trent Stedman, Authorized Signatory for Thomas
Patrick*
|
|
|
|
Dated as of January 13, 2011
|
NV North American Opportunity Fund
|
|
By:
|
New Vernon Investment Management LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Trent Stedman
|
|
|
Trent Stedman
|
* Pursuant to Power of Attorney previously filed.
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