UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

ChinaEDU Corporation
(Name of Issuer)

 

Ordinary Shares in the form of American Depositary Shares
(Title of Class of Securities)

 

16945L107
(CUSIP Number)

 

David L. Ronn

McGuireWoods LLP

600 Travis Street, Suite 7500

Houston, Texas 77002-2906

(713) 353-6671

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 16, 2012
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨ .

 

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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.

 

(Page 1 of 20)
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 2 of 20

 

1

NAMES OF REPORTING PERSONS.

 

Lake Union Capital Fund, LP

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   x

(b)   ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7 SOLE VOTING POWER

2,856,021
8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER

2,856,021
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,856,021 1

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

       

1 As of August 16, 2012, the Reporting Person beneficially owns 952,007 American Depositary Shares, representing 2,856,021 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 3 of 20

 

1

NAMES OF REPORTING PERSONS.

 

Lake Union Capital Management, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   x

(b)   ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7 SOLE VOTING POWER

2,856,021
8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER

2,856,021
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,856,021 2

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

IA

       

2 As of August 16, 2012, the Reporting Person beneficially owns 952,007 American Depositary Shares, representing 2,856,021 underlying Ordinary Shares.


 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 4 of 20

  

1

NAMES OF REPORTING PERSONS.

 

Michael Self

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   x

(b)   ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX 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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7 SOLE VOTING POWER

2,856,021
8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER

2,856,021
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,856,021 3

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

IN

       

3 As of August 16, 2012, the Reporting Person beneficially owns 952,007 American Depositary Shares, representing 2,856,021 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 5 of 20

  

1

NAMES OF REPORTING PERSONS.

 

Columbia Pacific Opportunity Fund, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   x

(b)   ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Washington

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7 SOLE VOTING POWER

9,388,026
8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER

9,388,026
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,388,026 4

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.4%

14

 

TYPE OF REPORTING PERSON

PN

       

4 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 6 of 20

 

1

NAMES OF REPORTING PERSONS.

 

Columbia Pacific Advisors, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   x

(b)   ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Washington

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7 SOLE VOTING POWER

9,388,026
8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER

9,388,026
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,388,026 5

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.4%

14

 

TYPE OF REPORTING PERSON

IA

       

5 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 7 of 20

  

1

NAMES OF REPORTING PERSONS.

 

Alexander B. Washburn

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   x

(b)   ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7 SOLE VOTING POWER

9,388,026
8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER

9,388,026
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,388,026 6

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.4%

14

 

TYPE OF REPORTING PERSON

IN

       

6 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 8 of 20

 

1

NAMES OF REPORTING PERSONS.

 

Daniel R. Baty

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   x

(b)   ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7 SOLE VOTING POWER

9,388,026
8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER

9,388,026
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,388,026 7

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.4%

14

 

TYPE OF REPORTING PERSON

IN

       

7 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 9 of 20

  

1

NAMES OF REPORTING PERSONS.

 

Stanley L. Baty

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   x

(b)   ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7 SOLE VOTING POWER

9,388,026
8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER

9,388,026
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,388,026 8

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.4%

14

 

TYPE OF REPORTING PERSON

IN

       

8 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 10 of 20

  

1

NAMES OF REPORTING PERSONS.

 

Brandon D. Baty

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   x

(b)   ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7 SOLE VOTING POWER

9,388,026
8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER

9,388,026
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,388,026 9

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.4%

14

 

TYPE OF REPORTING PERSON

IN

       

9 As of August 16, 2012, the Reporting Person beneficially owns 3,129,342 American Depositary Shares, representing 9,388,026 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 11 of 20

 

Note: This Amendment No. 7 (the “Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2011, as amended on October 14, 2011, December 12, 2011, December 15, 2011, January 12, 2012, May 7, 2012 and July 9, 2012 (the “Schedule 13D”), by the Aegir Parties, the Lake Union Parties and the Columbia Pacific Parties relating to ordinary shares in the form of American Depositary Shares (“ADSs”) issued by ChinaEDU Corporation (the “Issuer” or the “Company”), the principal executive office of which is located at 4th Floor-A, GeHua Building, No. 1 QinglongHutong, Dongcheng District, Beijing, 100007 People’s Republic of China. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D.

 

The cover pages previously filed by the Aegir Parties remain unchanged. Any items that are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used in this Amendment and not defined herein have the respective meanings ascribed to such terms in the Schedule 13D, as previously amended.

 

Item 3.      Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended by the addition of the following:

 

Lake Union Parties

 

The 14,100 Ordinary Shares in the form of ADSs purchased by Lake Union Parties since July 6, 2012 were acquired by Lake Union Capital Fund, L.P. for an aggregate purchase price of approximately $25,009 and were acquired with the investment capital of Lake Union Fund, as more fully detailed in Item 5 herein.

 

Columbia Pacific Parties

 

The 449,247 Ordinary Shares in the form of ADSs purchased by the Columbia Pacific Parties since July 6, 2012 were acquired by the Columbia Pacific Parties for an aggregate purchase price of approximately $760,304 and were acquired with the investment capital of the Columbia Pacific Parties, as more fully detailed in Item 5 herein.

 

Item 4.       Purpose of Transaction.

 

The second, third and fourth paragraphs of Item 4 of the Schedule 13D are hereby amended and restated by the following:

 

The Lake Union Parties acquired their interests in the Company between April 7, 2008 and August 9, 2012, and presently hold approximately 5.3% of the Company’s Ordinary Shares in the form of ADSs. The purchases of the ADSs were made in the Lake Union Parties’ ordinary course of business and were not made for the purpose of acquiring control of the Company.

 

The Columbia Pacific Parties acquired their interests in the Company between August 7, 2008 and August 16, 2012, and presently hold approximately 17.4% of the Company’s Ordinary Shares in the form of ADSs. The purchases of the ADSs were made in the Columbia Pacific Parties’ ordinary course of business and were not made for the purpose of acquiring control of the Company.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 12 of 20

 

The Aegir Parties, Lake Union Parties and the Columbia Pacific Parties formed The ChinaEDU Value Realization Committee (the “Committee”) for the purposes described below. The Committee may be deemed to be a group under Section 13(d) of the Securities Exchange Act of 1934 representing approximately 31.8% of the Company’s outstanding Ordinary Shares in the Form of ADSs.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the following:

 

The Reporting Persons have engaged Stifel, Nicolaus & Co. (“Stifel”) to act as their exclusive financial advisor with respect to the sale of their investment in the Company. The Reporting Persons anticipate Stifel will contact potential strategic and financial buyers, the Company, and other shareholders in connection with this engagement. The Reporting Persons believe this engagement may lead prospective buyers to consider an acquisition of all or a majority of the Company’s Ordinary Shares in the form of ADSs (a “Control Transaction”). Stifel may seek to advise a prospective buyer or the Company in connection with a Control Transaction, and the Reporting Persons may encourage Stifel to do so. As currently contemplated, the Reporting Persons’ agreement with Stifel would be terminated prior to or contemporaneously with Stifel’s agreement to be engaged by such other party. The foregoing summary of this engagement is qualified by reference to the text of the Engagement Letter, a copy of which is attached as Exhibit 99.5 to this Schedule 13D and is incorporated herein by reference.

 

Item 5.      Interest in Securities of the Issuer.

 

The first paragraph in Item 5 is hereby amended and restated by the following:

 

By virtue of the understanding reached between the Reporting Persons described in Item 4, the Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Act of 1934. Collectively, the group may be deemed to have voting control over a combined 17,120,415 of the Ordinary Shares in the form of ADSs of the Issuer.

 

The information under the heading “Lake Union Parties” in Item 5 is hereby amended and restated by the following:

 

Lake Union Parties

 

(a) As of the close of trading on August 16, 2012, (i) Lake Union Capital Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 2,856,021 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 13 of 20

 

Lake Union Capital Management, LLC is the investment manager and general partner of Lake Union Capital Fund, L.P. and, as such, may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Lake Union Capital Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.

 

Mr. Self is the managing member of Lake Union Capital Management, LLC. In such capacity, Mr. Self controls the trading of securities held by Lake Union Capital Fund L.P. As a result of such role and otherwise by virtue of his relationship to Lake Union Capital Fund, L.P. and Lake Union Capital Management LLC, Mr. Self may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Lake Union Capital Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.

 

The 5.3% of the Ordinary Shares in the form of ADSs beneficially owned by each of Lake Union Capital Fund, L.P., Lake Union Capital Management, LLC and Mr. Self are based on 53,804,980 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2011 (as set forth on the Issuer’s Form 20-F filed April 27, 2012 with the Securities and Exchange Commission).

Lake Union Capital Management LLC and Mr. Self disclaim beneficial ownership of the Ordinary Shares in the form of ADSs held by Lake Union Capital Fund, L.P., except to the extent of their pecuniary interest therein.

 

(b) The response to Item 5(a) above under the heading “Lake Union Parties” is incorporated herein by reference.
     
(c) The trading dates, number of Ordinary Shares in the form of ADSs purchased and sold and price per share for all transactions in the Ordinary Shares in the form of ADSs since the most recent filing by the Lake Union Parties were all effected in unsolicited broker transactions on the NASDAQ Global Market as set forth in Schedule B.

 

Other than the acquisition of the 14,100 shares of the Issuer’s Ordinary Shares in the form of ADSs set forth on Schedule B hereto, the Lake Union Parties have not engaged in any transactions in the Issuer’s Ordinary Shares in the form of ADSs since the most recent filing.

 

(d) The response to Item 5(a) above under the heading “Lake Union Parties” is incorporated herein by reference.
     
  (e) Not applicable. 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 14 of 20

 

The information under the heading “Columbia Pacific Parties” in Item 5 is hereby amended and restated by the following:

 

Columbia Pacific Parties

 

(a) As of the close of trading on August 16, 2012, (i) Columbia Pacific Opportunity Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 9,388,026 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power.

 

Columbia Pacific Advisors, LLC is the advisor and sole general partner of Columbia Pacific Opportunity Fund, L.P. and, as such, may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Columbia Pacific Opportunity Fund, L.P., and, accordingly, may be deemed to indirectly beneficially own such shares.

 

Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty are the managing members of Columbia Pacific Advisors, LLC. In such capacity, Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty control the trading of securities held by Columbia Pacific Opportunity Fund, L.P. As a result of such role and otherwise by virtue of their relationship to Columbia Pacific Opportunity Fund, L.P. and Columbia Pacific Advisors, LLC, each may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Columbia Pacific Opportunity Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.

 

The 17.4% of the Ordinary Shares in the form of ADSs beneficially owned by each of Columbia Pacific Opportunity Fund, L.P., Columbia Pacific Advisors, LLC, Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty are based on 53,804,980 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2011 (as set forth on the Issuer’s Form 20-F filed April 27, 2012 with the Securities and Exchange Commission).

 

Columbia Pacific Advisors, LLC, Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty disclaim beneficial ownership of the Ordinary Shares in the form of ADSs held by Columbia Pacific Opportunity Fund, L.P., except to the extent of their pecuniary interest therein.

 

(b) The response to Item 5(a) above under the heading “Columbia Pacific Parties” is incorporated herein by reference.
   
(c) The trading dates, number of Ordinary Shares in the form of ADSs purchased and sold and price per share for all transactions in the Ordinary Shares in the form of ADSs since the most recent filing by the Columbia Pacific Parties were all effected in unsolicited broker transactions on the NASDAQ Global Market as set forth in Schedule C.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 15 of 20

 

Other than the acquisition of the 449,247 shares of the Issuer’s Ordinary Shares in the form of ADSs set forth on Schedule C hereto, the Columbia Pacific Parties have not engaged in any transactions in the Issuer’s Ordinary Shares in the form of ADSs since the most recent filing.

 

(d) The response to Item 5(a) above under the heading “Columbia Pacific Parties” is incorporated herein by reference.
   
(e) Not applicable. 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented by the following:

 

The Reporting Persons have engaged Stifel to act as their exclusive financial advisor with respect to the sale of their investment in the Company. The Reporting Persons anticipate Stifel will contact potential strategic and financial buyers, the Company, and other shareholders in connection with this engagement. The Reporting Persons believe this engagement may lead prospective buyers to consider a Control Transaction. Stifel may seek to advise a prospective buyer or the Company in connection with a Control Transaction, and the Reporting Persons may encourage Stifel to do so. As currently contemplated, the Reporting Persons’ agreement with Stifel would be terminated prior to or contemporaneously with Stifel’s agreement to be engaged by such other party. The foregoing summary of this engagement is qualified by reference to the text of the Engagement Letter, a copy of which is attached as Exhibit 99.5 to this Schedule 13D and is incorporated herein by reference.

 

Item 7. Material to Be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended to add the following exhibit:

 

Exhibit Description
99.5 Letter Agreement, dated August 16, 2012 by and between Stifel, Nicolaus & Company, Incorporated and the Shareholder Group

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 16 of 20

 

 

 

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: August 17, 2012

 

New Vernon Aegir Master Fund Ltd.

By: New Vernon Partners LLC

 

/s/ Barton S. Aronson                                   

Name: Barton S. Aronson, Authorized Signatory for Trent Stedman

 

Dated: August 17, 2012

 

New Vernon Investment Management LLC

By: Trent Stedman

 

/s/ Barton S. Aronson                                   

Name: Barton S. Aronson, Authorized Signatory for Trent Stedman

 

Dated: August 17, 2012

 

New Vernon Partners LLC

By: Trent Stedman

 

/s/ Barton S. Aronson                                   

Name: Barton S. Aronson, Authorized Signatory for Trent Stedman

 

Dated: August 17, 2012

 

/s/ Barton S. Aronson                                   

Name: Barton S. Aronson, Authorized Signatory for Trent Stedman

 

Dated: August 17, 2012

 

/s/ Barton S. Aronson                                   

Name: Barton S. Aronson, Authorized Signatory for Thomas Patrick

  

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 17 of 20

 

Dated: August 17, 2012

 

Lake Union Capital Fund, LP

By: Lake Union Capital Management, LLC

 

/s/ Michael Self                                               

Name: Michael Self

Title: General Partner

 

Dated: August 17, 2012

 

Lake Union Capital Management, LLC

 

/s/ Michael Self                                               

Name: Michael Self

Title: Managing Member

 

Dated: August 17, 2012

 

/s/ Michael Self                                               

Name: Michael Self

 

Dated: August 17, 2012

 

Columbia Pacific Opportunity Fund, L.P.

By: Columbia Pacific Advisors, LLC

 

/s/ Alexander B. Washburn                          

Name: Alexander B. Washburn

Title: Managing Member of Columbia Pacific Advisors, LLC

 

Dated: August 17, 2012

 

Columbia Pacific Advisors, LLC

 

/s/ Alexander B. Washburn

Name: Alexander B. Washburn

Title: Managing Member of Columbia Pacific Advisors, LLC

 

Dated: August 17, 2012

 

/s/ Alexander B. Washburn                          

Name: Alexander B. Washburn

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 18 of 20

 

Dated: August 17, 2012

 

/s/ Daniel R. Baty                                           

Name: Daniel R. Baty

 

Dated: August 17, 2012

 

/s/ Stanley L. Baty                                            

Name: Stanley L. Baty

 

Dated: August 17, 2012

 

/s/ Brandon D. Baty                                       

Name: Brandon D. Baty

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 19 of 20

 

 

SCHEDULE B

TRANSACTIONS BY THE LAKE UNION PARTIES

 

Reporting Person Date Transaction Number of ADSs (1) Purchased Underlying Ordinary Shares of Such ADSs Approximate Price Per ADS (excluding commissions)
Lake Union Capital Fund, L.P. 7/09/2012 BUY 900 300 5.68
Lake Union Capital Fund, L.P. 7/10/2012 BUY 3,600 1,200 5.58
Lake Union Capital Fund, L.P. 7/17/2012 BUY 600 200 5.34
Lake Union Capital Fund, L.P. 7/18/2012 BUY 300 100 5.33
Lake Union Capital Fund, L.P. 7/20/2012 BUY 900 300 5.42
Lake Union Capital Fund, L.P. 7/23/2012 BUY 300 100 5.09
Lake Union Capital Fund, L.P. 7/24/2012 BUY 1,200 400 5.21
Lake Union Capital Fund, L.P. 7/25/2012 BUY 600 200 5.15
Lake Union Capital Fund, L.P. 7/27/2012 BUY 900 300 4.89
Lake Union Capital Fund, L.P. 7/31/2012 BUY 600 200 5.11
Lake Union Capital Fund, L.P. 8/01/2012 BUY 300 100 4.96
Lake Union Capital Fund, L.P. 8/02/2012 BUY 300 100 4.90
Lake Union Capital Fund, L.P. 8/08/2012 BUY 600 200 4.77
Lake Union Capital Fund, L.P. 8/09/2012 BUY 3,000 1,000 5.34

 

(1) American Depositary Shares, each representing three Ordinary Shares, par value US $0.01 per share

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D P age 20 of 20

 

 

SCHEDULE C

TRANSACTIONS BY THE COLUMBIA PACIFIC PARTIES

 

Reporting Person Date Transaction Number of ADSs (1) Purchased Underlying Ordinary Shares of Such ADSs Approximate Price Per ADS (excluding commissions)
Columbia Pacific Opportunity Fund, L.P. 7/09/2012 BUY 1,900 5,700 5.74
Columbia Pacific Opportunity Fund, L.P. 7/10/2012 BUY 5,100 15,300 5.69
Columbia Pacific Opportunity Fund, L.P. 7/11/2012 BUY 1,300 3,900 5.56
Columbia Pacific Opportunity Fund, L.P. 7/12/2012 BUY 3,289 9,867 5.55
Columbia Pacific Opportunity Fund, L.P. 7/13/2012 BUY 1,000 3,000 5.74
Columbia Pacific Opportunity Fund, L.P. 7/16/2012 BUY 1,800 5,400 5.50
Columbia Pacific Opportunity Fund, L.P. 7/17/2012 BUY 8,200 24,600 5.35
Columbia Pacific Opportunity Fund, L.P. 7/18/2012 BUY 1,900 5,700 5.41
Columbia Pacific Opportunity Fund, L.P. 7/19/2012 BUY 5,500 16,500 5.35
Columbia Pacific Opportunity Fund, L.P. 7/20/2012 BUY 5,749 17,247 5.34
Columbia Pacific Opportunity Fund, L.P. 7/23/2012 BUY 4,699 14,097 5.24
Columbia Pacific Opportunity Fund, L.P. 7/24/2012 BUY 7,000 21,000 5.16
Columbia Pacific Opportunity Fund, L.P. 7/25/2012 BUY 8,275 24,825 5.12
Columbia Pacific Opportunity Fund, L.P. 7/26/2012 BUY 11,700 35,100 5.06
Columbia Pacific Opportunity Fund, L.P. 7/27/2012 BUY 11,598 34,794 4.89
Columbia Pacific Opportunity Fund, L.P. 7/30/2012 BUY 800 2,400 5.06
Columbia Pacific Opportunity Fund, L.P. 7/31/2012 BUY 2,900 8,700 5.11
Columbia Pacific Opportunity Fund, L.P. 8/01/2012 BUY 2,600 7,800 5.02
Columbia Pacific Opportunity Fund, L.P. 8/02/2012 BUY 12,325 36,975 4.75
Columbia Pacific Opportunity Fund, L.P. 8/03/2012 BUY 12,349 37,047 4.55
Columbia Pacific Opportunity Fund, L.P. 8/06/2012 BUY 9,859 29,577 4.74
Columbia Pacific Opportunity Fund, L.P. 8/07/2012 BUY 8,405 25,215 4.66
Columbia Pacific Opportunity Fund, L.P. 8/08/2012 BUY 100 300 4.84
Columbia Pacific Opportunity Fund, L.P. 8/09/2012 BUY 3,600 10,800 5.04
Columbia Pacific Opportunity Fund, L.P. 8/10/2012 BUY 2,900 8,700 5.32
Columbia Pacific Opportunity Fund, L.P. 8/13/2012 BUY 4,400 13,200 5.25
Columbia Pacific Opportunity Fund, L.P. 8/14/2012 BUY 2,001 6,003 5.35
Columbia Pacific Opportunity Fund, L.P. 8/15/2012 BUY 900 2,700 5.37
Columbia Pacific Opportunity Fund, L.P. 8/16/2012 BUY 7,600 22,800 5.37

 

(1) American Depositary Shares, each representing three Ordinary Shares, par value US $0.01 per share

 

 

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