UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Amendment No. 18
Under the
Securities Exchange Act of 1934*
Global Cord
Blood Corporation
|
(Name of
Issuer)
|
Common Stock,
par value $0.0001 per share
|
(Title of
Class of Securities)
|
December 31,
2022
|
(Date of
Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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 (the "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).
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Jayhawk Capital
Management, L.L.C. (48-1172612)
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(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
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
5,721,337*
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
5,721,337*
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,721,337* (see
Item 4)
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.7%**
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
* All 5,721,337 shares of common stock, par value
$0.0001 per share, held by AMC Fund, L.P., which is
controlled by Jayhawk Capital Management, L.L.C., which is
controlled by Kent C. McCarthy.
**
Percent of class is based on 121,551,075 outstanding shares of
common stock, par value $0.0001 per share as of March 31, 2022 as
reported by Global Cord Blood Corporation on its Form 20-F filed on
August 16, 2022.
1
|
NAMES OF REPORTING
PERSONS
|
|
|
AMC Fund. L.P.
(48-1172611)
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(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
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
5,721,337*
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
5,721,337*
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,721,337* (see Item
4)
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.7%**
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
* All 5,721,337 shares of common stock, par value
$0.0001 per share, held by AMC Fund, L.P., which is
controlled by Jayhawk Capital Management, L.L.C., which is
controlled by Kent C. McCarthy.
**
Percent of class is based on 121,551,075 outstanding shares of
common stock, par value $0.0001 per share as of March 31, 2022 as
reported by Global Cord Blood Corporation on its Form 20-F filed on
August 16, 2022.
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Mary E. McCarthy
Revocable Trust dated October 6, 2006
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(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
|
|
|
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 (see Item 4)
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Kent C. McCarthy
Dynasty Trust Non-GST Portion UA dated March 31, 2006
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(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
|
|
|
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 (see Item 4)
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Kent C. McCarthy
Revocable Trust dated October 24, 2003
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(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
|
|
|
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 (see Item
4)
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Kent C.
McCarthy
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(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
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
5,721,337*
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
5,721,337*
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,721,337* (see Item
4)
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.7%**
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
* All 5,721,337 shares of common stock, par value
$0.0001 per share, held by AMC Fund, L.P., which is
controlled by Jayhawk Capital Management, L.L.C., which is
controlled by Kent C. McCarthy.
**
Percent of class is based on 121,551,075 outstanding shares of
common stock, par value $0.0001 per share as of March 31, 2022 as
reported by Global Cord Blood Corporation on its Form 20-F filed on
August 16, 2022.
Item 2(a) |
Name of Person Filing:
|
This Schedule 13G/A is being
jointly filed by Kent C. McCarthy (“Mr. McCarthy”), Jayhawk Capital
Management, L.L.C., a Delaware limited liability company (“JCM”),
AMC Fund, L.P. (“AMC Fund”), the Kent C. McCarthy Revocable Trust
dated October 24, 2003 created under the laws of the state of
Kansas and now administered under the laws of the state of
California (“Mr. McCarthy Revocable Trust”), the Mary C. McCarthy
Revocable Trust dated October 6, 2006 created under the laws of the
state of Nevada and now administered under the laws of the
state of California (“Ms. McCarthy Revocable Trust”) and the Kent
C. McCarthy Dynasty Trust Non-GST Portion UA dated March 1, 2006
created under the laws of the state of Missouri (“Dynasty
Trust”).
Mr. McCarthy, JCM, AMC Fund, the
Mr. McCarthy Revocable Trust, the Ms. McCarthy Revocable Trust and
the Dynasty Trust have entered into an Agreement Regarding Joint
Filing of 13G (the “Agreement”) pursuant to which Mr. McCarthy,
JCM, AMC Fund, the Mr. McCarthy Revocable Trust, the Ms. McCarthy
Revocable Trust and the Dynasty Trust have agreed to file this 13G
jointly and in accordance with the provisions of Rule 13d-1(k)(1)
of the Securities Exchange Act of 1934 as amended (the
“Act”). A copy of the Agreement is attached hereto as
Exhibit A.
Item 2(b) |
Address of Principal
Business Office or, if None, Residence:
|
13021 W 74th
St, Shawnee, KS 66216
Mr. McCarthy is a citizen of the
United States of America, JCM is a Delaware limited liability
company, AMC Fund is a Delaware limited partnership and the Mr.
McCarthy Revocable Trust and the Ms. McCarthy Revocable Trust are
administered under the laws of the state of California and the
Dynasty Trust was created under the laws of the state of
Missouri.
The information below is as of
December 31, 2021.
(a)
|
Amount
beneficially owned:
|
|
1.
|
Jayhawk
Capital Management, L.L.C.: 5,721,337*
|
|
2.
|
AMC Fund,
L.P.: 5,721,337
|
|
3.
|
Kent C.
McCarthy Revocable Trust dated October 24, 2003: 0
|
|
4.
|
Mary E.
McCarthy Revocable Trust dated October 6, 2006:0
|
|
5.
|
Kent C.
McCarthy Dynasty Trust Non-GST Portion UA dated March 1, 2006:
0
|
|
6.
|
Kent C.
McCarthy: 5,721,337*
|
* All 5,721,337 shares of common stock, par value
$0.0001 per share, held by AMC Fund, L.P., which is
controlled by Jayhawk Capital Management, L.L.C., which is
controlled by Kent C. McCarthy.
|
1.
|
Jayhawk
Capital Management, L.L.C.: 4.7%
|
|
3.
|
Kent C.
McCarthy Revocable Trust dated October 24, 2003: 0.00%
|
|
4.
|
Mary E.
McCarthy Revocable Trust dated October 6, 2006: 0.00%
|
|
5.
|
Kent C.
McCarthy Dynasty Trust Non-GST Portion UA dated March 1, 2006:
0.00%
|
|
6.
|
Kent C.
McCarthy: 4.7%
|
Percent of class
is based on 121,551,075 outstanding shares of common stock, par
value $0.0001 per share as of March 31, 2022 as reported by Global
Cord Blood Corporation on its Form 20-F filed on August 16,
2022.
(c)
|
Number of
shares as to which the person has:
|
|
(i)
|
Sole power
to vote or to direct the vote:
|
|
1.
|
Jayhawk
Capital Management, L.L.C.: 0
|
|
3.
|
Kent C.
McCarthy Revocable Trust dated October 24, 2003: 0
|
|
4.
|
Mary E.
McCarthy Revocable Trust dated October 6, 2006: 0
|
|
5.
|
Kent C.
McCarthy Dynasty Trust Non-GST Portion UA dated March 1, 2006:
0
|
|
(ii)
|
Shared power
to vote or direct the vote:
|
|
1.
|
Jayhawk
Capital Management, L.L.C.: 5,721,337*
|
|
2.
|
AMC Fund,
L.P.: 5,721,337
|
|
3.
|
Kent C.
McCarthy Revocable Trust dated October 24, 2003: 0
|
|
4.
|
Mary E.
McCarthy Revocable Trust dated October 6, 2006: 0
|
|
5.
|
Kent C.
McCarthy Dynasty Trust Non-GST Portion UA dated March 1, 2006:
0
|
|
6.
|
Kent C.
McCarthy: 5,721,337*
|
|
(iii)
|
Sole power
to dispose or to direct the disposition of:
|
|
1.
|
Jayhawk
Capital Management, L.L.C.: 0
|
|
3.
|
Kent C.
McCarthy Revocable Trust dated October 24, 2003: 0
|
|
4.
|
Mary E.
McCarthy Revocable Trust dated October 6, 2006: 0
|
|
5.
|
Kent C.
McCarthy Dynasty Trust Non-GST Portion UA dated March 1, 2006:
0
|
|
(iv)
|
Shared power
to dispose or to direct the disposition of:
|
|
1.
|
Jayhawk
Capital Management, L.L.C.: 5,721,337*
|
|
2.
|
AMC Fund,
L.P.: 5,721,337
|
|
3.
|
Kent C.
McCarthy Revocable Trust dated October 24, 2003: 0
|
|
4.
|
Mary E.
McCarthy Revocable Trust dated October 6, 2006: 0
|
|
5.
|
Kent C.
McCarthy Dynasty Trust Non-GST Portion UA dated March 1, 2006:
0
|
|
6.
|
Kent C.
McCarthy: 5,721,337*
|
* All 5,721,337 shares of common stock, par value
$0.0001 per share, held by AMC Fund, which is controlled by
Jayhawk Capital Management, L.L.C., which is controlled by Kent C.
McCarthy.
Item 5 |
Ownership of
Five Percent of 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 box
☒.
The following
reporting persons have ceased to be the beneficial owners of more
than five percent of the class of securities as of the date hereof:
Jayhawk Capital Management, L.L.C., AMC Fund, L.P., Kent C.
McCarthy Revocable Trust dated October 24, 2003, Mary E. McCarthy
Revocable Trust dated October 6, 2006, Kent C. McCarthy Dynasty
Trust Non-GST Portion UA dated March 1, 2006 and Kent C.
McCarthy.
The following
reporting persons are the beneficial owners of more than five
percent of the class of securities as of the date hereof and the
box checked for this Item 5 does not apply these reporting persons:
None.
By
signing below each party certifies that, to the best of its
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.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the
parties below certify that the information set forth in this
statement is true, complete and correct.
Dated:
|
February 3, 2023
|
|
|
|
|
|
|
|
|
|
|
/s/ Kent C.
McCarthy
|
|
|
|
Kent C. McCarthy
|
|
|
Jayhawk
Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Kent C. McCarthy
|
|
|
|
Name: Kent C. McCarthy
|
|
|
|
Title: Manager
|
|
|
AMC Fund,
L.P.
|
|
|
|
|
|
|
|
By: Jayhawk Capital Management,
LLC
|
|
|
its General Partner
|
|
|
|
By:
|
/s/ Kent C. McCarthy
|
|
|
|
|
Name: Kent C. McCarthy
|
|
|
|
|
Title: Manager
|
|
|
Kent C.
McCarthy Revocable Trust dated
October 24,
2003
|
|
|
|
|
|
By:
|
/s/ Kent C. McCarthy
|
|
|
|
Name: Kent C. McCarthy
|
|
|
|
Title: Trustee
|
|
|
Mary E.
McCarthy Revocable Trust dated
October 6,
2006
|
|
|
|
|
|
By:
|
/s/ Mary E. McCarthy
|
|
|
|
Name: Mary E. McCarthy
|
|
|
|
Title: Trustee
|
|
|
Kent C.
McCarthy Dynasty Trust Non-GST
Portion UA
dated March 1, 2006
|
|
|
|
|
|
By:
|
/s/ Pat Terrell
|
|
|
|
Name: Pat Terrell
|
|
|
|
Title: Trustee
|
|
Exhibit
A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a statement on Schedule 13G/A (including
amendments thereto) with respect to the Common Stock, par value
$0.0001 per share, of Global Cord Blood Corporation, and further
agree that this Agreement be included as an exhibit to such
filings.
In evidence
whereof, the undersigned have caused this Agreement to be executed
on their behalf this 3rd day
of February , 2023.
|
|
|
|
|
|
/s/ Kent C.
McCarthy
|
|
|
|
Kent C. McCarthy
|
|
|
Jayhawk
Capital Management, LLC
|
|
|
|
|
|
By:
|
/s/ Kent C. McCarthy
|
|
|
|
Name: Kent C. McCarthy
|
|
|
|
Title: Manager
|
|
|
AMC Fund,
L.P.
|
|
|
|
|
|
|
|
|
By: |
Jayhawk Capital Management,
LLC
|
|
|
its General Partner
|
|
|
|
By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Manager
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Kent C.
McCarthy Revocable Trust dated
October 24,
2003
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By:
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/s/ Kent C. McCarthy
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Name: Kent C. McCarthy
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Title: Trustee
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Mary E.
McCarthy Revocable Trust dated
October 6,
2006
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By:
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/s/ Mary E. McCarthy
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Name: Mary E. McCarthy
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Title: Trustee
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Kent C.
McCarthy Dynasty Trust Non-GST
Portion UA
dated March 1, 2006
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By:
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/s/ Pat Terrell
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Name: Pat Terrell
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