UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ChinaEDU Corporation
|
(Name of Issuer)
|
Ordinary Shares in the form of American Depositary Shares
|
(Title of Class of Securities)
|
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)
|
May 3, 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 19)
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
2
OF 19
|
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)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
2,744,121
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
2,744,121
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,744,121
1
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
As of May 3, 2012, the Reporting
Person beneficially owns 914,707 American Depositary Shares, representing 2,744,121 underlying Ordinary Shares.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
3
OF 19
|
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)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
2,744,121
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
2,744,121
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,744,121
2
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
14
|
TYPE OF REPORTING PERSON
IA
|
2
As of May 3, 2012, the Reporting
Person beneficially owns 914,707 American Depositary Shares, representing 2,744,121 underlying Ordinary Shares.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
4
OF 19
|
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)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
2,744,121
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
2,744,121
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,744,121
3
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
14
|
TYPE OF REPORTING PERSON
IN
|
3
As of May 3, 2012, the Reporting
Person beneficially owns 914,707 American Depositary Shares, representing 2,744,121 underlying Ordinary Shares.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
5
OF 19
|
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)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,363,727
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
8,363,727
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,363,727
4
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
|
14
|
TYPE OF REPORTING PERSON
PN
|
4
As of May 3, 2012, the Reporting
Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
6
OF 19
|
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)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,363,727
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
8,363,727
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,363,727
5
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
|
14
|
TYPE OF REPORTING PERSON
IA
|
5
As of May 3, 2012, the Reporting
Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
7
OF 19
|
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)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,363,727
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
8,363,727
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,363,727
6
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
|
14
|
TYPE OF REPORTING PERSON
IN
|
6
As of May 3, 2012, the Reporting
Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
8
OF 19
|
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)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,363,727
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
8,363,727
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,363,727
7
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
|
14
|
TYPE OF REPORTING PERSON
IN
|
7
As of May 3, 2012, the Reporting
Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
9
OF 19
|
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)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,363,727
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
8,363,727
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,363,727
8
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
|
14
|
TYPE OF REPORTING PERSON
IN
|
8
As of May 3, 2012, the Reporting
Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
10
OF 19
|
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)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,363,727
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
8,363,727
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,363,727
9
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
|
14
|
TYPE OF REPORTING PERSON
IN
|
9
As of May 3, 2012, the Reporting
Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
11
OF 19
|
Note:
This Amendment
No. 5 (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 and January
12, 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 105,000 Ordinary
Shares in the form of ADSs purchased by Lake Union Parties since January 11, 2012 were acquired by Lake Union Capital Fund, L.P.
for an aggregate purchase price of approximately $234,455 and were acquired with the investment capital of Lake Union Fund, as
more fully detailed in Item 5 herein.
Columbia Pacific Parties
The 453,438 Ordinary
Shares in the form of ADSs purchased by the Columbia Pacific Parties since January 11, 2012 were acquired by the Columbia Pacific
Parties for an aggregate purchase price of approximately $1,026,604 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 May 2, 2012, and presently hold approximately 5.1% 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 May 3, 2012, and presently hold approximately 15.5%
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
|
PAGE
12
OF 19
|
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 29.7% of the Company’s outstanding Ordinary Shares in the Form of ADSs.
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 15,984,216 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 May 3, 2012, (i) Lake Union Capital Fund, L.P. directly beneficially owns (as that term is defined
in Rule 13d-3 under the Act) 2,744,121 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power.
|
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 5.1% 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).
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
13
OF 19
|
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 during the past 60 days 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 55,500
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 in the past 60 days.
|
(d)
|
The response to Item 5(a) above under the heading “Lake Union Parties” is incorporated herein by reference.
|
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 May 3, 2012, (i) Columbia Pacific Opportunity Fund, L.P. directly beneficially owns (as that
term is defined in Rule 13d-3 under the Act) 8,363,727 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.
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
14
OF 19
|
The 15.5% 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 during the past 60 days by the Columbia Pacific Parties were all effected in unsolicited
broker transactions on the NASDAQ Global Market as set forth in Schedule C.
|
Other than the acquisition of the 332,856
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 in the past 60 days.
|
(d)
|
The response to Item 5(a) above under the heading “Columbia Pacific Parties” is incorporated herein by reference.
|
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
15
OF 19
|
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: May 4, 2012
|
|
|
|
|
New Vernon Aegir Master Fund Ltd.
|
|
By: New Vernon Partners LLC
|
|
|
|
/s/ Trent Stedman
|
|
Name: Trent Stedman
|
|
|
|
|
Dated: May 4, 2012
|
|
|
New Vernon Investment Management LLC
|
|
By: Trent Stedman
|
|
|
|
/s/ Trent Stedman
|
|
Name: Trent Stedman
|
|
|
|
|
Dated: May 4, 2012
|
|
|
New Vernon Partners LLC
|
|
By: Trent Stedman
|
|
|
|
/s/ Trent Stedman
|
|
Name: Trent Stedman
|
|
|
|
|
Dated: May 4, 2012
|
|
|
|
|
/s/ Trent Stedman
|
|
Name: Trent Stedman
|
|
|
|
|
Dated: May 4, 2012
|
|
|
|
|
/s/ Thomas Patrick
|
|
Name: Thomas Patrick
|
|
|
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
16
OF 19
|
Dated: May 4, 2012
|
|
|
|
|
Lake Union Capital Fund, LP
|
|
By: Lake Union Capital Management, LLC
|
|
|
|
/s/ Michael Self
|
|
Name: Michael Self
|
|
Title: General Partner
|
|
|
Dated: May 4, 2012
|
|
|
|
|
Lake Union Capital Management, LLC
|
|
|
|
|
|
/s/ Michael Self
|
|
Name: Michael Self
|
|
Title: Managing Member
|
|
|
Dated: May 4, 2012
|
|
|
|
|
/s/ Michael Self
|
|
Name: Michael Self
|
|
|
|
|
Dated: May 4, 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: May 4, 2012
|
|
|
|
|
Columbia Pacific Advisors, LLC
|
|
|
|
/s/ Alexander B. Washburn
|
|
Name: Alexander B. Washburn
|
|
Title: Managing Member of Columbia Pacific Advisors, LLC
|
|
|
Dated: May 4, 2012
|
|
|
|
|
/s/ Alexander B. Washburn
|
|
Name: Alexander B. Washburn
|
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
17
OF 19
|
|
|
Dated: May 4, 2012
|
|
|
|
|
/s/ Daniel R. Baty
|
|
Name: Daniel R. Baty
|
|
|
Dated: May 4, 2012
|
|
|
|
|
/s/ Stanley L. Baty
|
|
Name: Stanley L. Baty
|
|
|
Dated: May 4, 2012
|
|
|
|
|
/s/ Brandon D. Baty
|
|
Name: Brandon D. Baty
|
|
|
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
18
OF 19
|
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.
|
3/16/2012
|
BUY
|
100
|
300
|
7.21
|
Lake Union Capital Fund, L.P.
|
3/19/2012
|
BUY
|
3,900
|
11,700
|
7.49
|
Lake Union Capital Fund, L.P.
|
3/20/2012
|
BUY
|
3,800
|
11,400
|
7.53
|
Lake Union Capital Fund, L.P.
|
3/21/2012
|
BUY
|
4,500
|
13,500
|
7.40
|
Lake Union Capital Fund, L.P.
|
3/22/2012
|
BUY
|
1,200
|
3,600
|
7.42
|
Lake Union Capital Fund, L.P.
|
3/23/2012
|
BUY
|
500
|
1,500
|
7.41
|
Lake Union Capital Fund, L.P.
|
3/26/2012
|
BUY
|
100
|
300
|
7.48
|
Lake Union Capital Fund, L.P.
|
3/27/2012
|
BUY
|
100
|
300
|
7.49
|
Lake Union Capital Fund, L.P.
|
3/28/2012
|
BUY
|
1,700
|
5,100
|
7.36
|
Lake Union Capital Fund, L.P.
|
4/2/2012
|
BUY
|
200
|
600
|
7.32
|
Lake Union Capital Fund, L.P.
|
4/10/2012
|
BUY
|
1,200
|
3,600
|
6.80
|
Lake Union Capital Fund, L.P.
|
4/11/2012
|
BUY
|
100
|
300
|
6.99
|
Lake Union Capital Fund, L.P.
|
4/12/2012
|
BUY
|
100
|
300
|
7.00
|
Lake Union Capital Fund, L.P.
|
4/13/2012
|
BUY
|
100
|
300
|
7.14
|
Lake Union Capital Fund, L.P.
|
4/16/2012
|
BUY
|
300
|
900
|
7.18
|
Lake Union Capital Fund, L.P.
|
4/17/2012
|
BUY
|
200
|
600
|
7.02
|
Lake Union Capital Fund, L.P.
|
4/24/2012
|
BUY
|
200
|
600
|
6.99
|
Lake Union Capital Fund, L.P.
|
5/2/2012
|
BUY
|
200
|
600
|
6.82
|
(1)
American Depositary Shares,
each representing three Ordinary Shares, par value US $0.01 per share
CUSIP No.
16945L107
|
SCHEDULE 13D
|
PAGE
19
OF 19
|
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.
|
3/6/2012
|
BUY
|
1,500
|
4,500
|
6.29
|
Columbia Pacific Opportunity Fund, L.P.
|
3/7/2012
|
BUY
|
900
|
2,700
|
6.29
|
Columbia Pacific Opportunity Fund, L.P.
|
3/8/2012
|
BUY
|
2,146
|
6,438
|
6.53
|
Columbia Pacific Opportunity Fund, L.P.
|
3/9/2012
|
BUY
|
300
|
900
|
6.29
|
Columbia Pacific Opportunity Fund, L.P.
|
3/12/2012
|
BUY
|
1,900
|
5,700
|
6.88
|
Columbia Pacific Opportunity Fund, L.P.
|
3/13/2012
|
BUY
|
3,000
|
9,000
|
7.21
|
Columbia Pacific Opportunity Fund, L.P.
|
3/14/2012
|
BUY
|
1,200
|
3,600
|
7.25
|
Columbia Pacific Opportunity Fund, L.P.
|
3/15/2012
|
BUY
|
700
|
2,100
|
7.25
|
Columbia Pacific Opportunity Fund, L.P.
|
3/16/2012
|
BUY
|
1,300
|
3,900
|
7.11
|
Columbia Pacific Opportunity Fund, L.P.
|
3/19/2012
|
BUY
|
900
|
2,700
|
7.43
|
Columbia Pacific Opportunity Fund, L.P.
|
3/20/2012
|
BUY
|
2,800
|
8,400
|
7.47
|
Columbia Pacific Opportunity Fund, L.P.
|
3/21/2012
|
BUY
|
11,700
|
35,100
|
7.32
|
Columbia Pacific Opportunity Fund, L.P.
|
3/22/2012
|
BUY
|
1,000
|
3,000
|
7.39
|
Columbia Pacific Opportunity Fund, L.P.
|
3/23/2012
|
BUY
|
500
|
1,500
|
7.50
|
Columbia Pacific Opportunity Fund, L.P.
|
3/23/2012
|
BUY
|
1,500
|
4,500
|
7.38
|
Columbia Pacific Opportunity Fund, L.P.
|
3/26/2012
|
BUY
|
1,800
|
5,400
|
7.46
|
Columbia Pacific Opportunity Fund, L.P.
|
3/27/2012
|
BUY
|
100
|
300
|
7.49
|
Columbia Pacific Opportunity Fund, L.P.
|
3/28/2012
|
BUY
|
6,200
|
18,600
|
7.33
|
Columbia Pacific Opportunity Fund, L.P.
|
3/29/2012
|
BUY
|
2,374
|
7,122
|
7.34
|
Columbia Pacific Opportunity Fund, L.P.
|
3/30/2012
|
BUY
|
8,872
|
26,616
|
7.29
|
Columbia Pacific Opportunity Fund, L.P.
|
4/2/2012
|
BUY
|
600
|
1,800
|
7.31
|
Columbia Pacific Opportunity Fund, L.P.
|
4/3/2012
|
BUY
|
700
|
2,100
|
7.28
|
Columbia Pacific Opportunity Fund, L.P.
|
4/4/2012
|
BUY
|
1,000
|
3,000
|
7.23
|
Columbia Pacific Opportunity Fund, L.P.
|
4/5/2012
|
BUY
|
200
|
600
|
7.24
|
Columbia Pacific Opportunity Fund, L.P.
|
4/9/2012
|
BUY
|
100
|
300
|
7.24
|
Columbia Pacific Opportunity Fund, L.P.
|
4/10/2012
|
BUY
|
4,200
|
12,600
|
6.83
|
Columbia Pacific Opportunity Fund, L.P.
|
4/11/2012
|
BUY
|
9,084
|
27,252
|
6.97
|
Columbia Pacific Opportunity Fund, L.P.
|
4/12/2012
|
BUY
|
5,800
|
17,400
|
7.09
|
Columbia Pacific Opportunity Fund, L.P.
|
4/13/2012
|
BUY
|
8,400
|
25,200
|
7.01
|
Columbia Pacific Opportunity Fund, L.P.
|
4/16/2012
|
BUY
|
100
|
300
|
7.19
|
Columbia Pacific Opportunity Fund, L.P.
|
4/17/2012
|
BUY
|
6,500
|
19,500
|
704
|
Columbia Pacific Opportunity Fund, L.P.
|
4/18/2012
|
BUY
|
1,400
|
4,200
|
6.97
|
Columbia Pacific Opportunity Fund, L.P.
|
4/19/2012
|
BUY
|
200
|
600
|
7.00
|
Columbia Pacific Opportunity Fund, L.P.
|
4/20/2012
|
BUY
|
500
|
1,500
|
7.00
|
Columbia Pacific Opportunity Fund, L.P.
|
4/23/2012
|
BUY
|
100
|
300
|
7.00
|
Columbia Pacific Opportunity Fund, L.P.
|
4/24/2012
|
BUY
|
3,700
|
11,100
|
6.89
|
Columbia Pacific Opportunity Fund, L.P.
|
4/25/2012
|
BUY
|
1,100
|
3,300
|
6.95
|
Columbia Pacific Opportunity Fund, L.P.
|
4/26/2012
|
BUY
|
2,600
|
7,800
|
6.99
|
Columbia Pacific Opportunity Fund, L.P.
|
4/27/2012
|
BUY
|
800
|
2,400
|
6.97
|
Columbia Pacific Opportunity Fund, L.P.
|
4/30/2012
|
BUY
|
2,976
|
8,928
|
6.94
|
Columbia Pacific Opportunity Fund, L.P.
|
5/1/2012
|
BUY
|
1,000
|
3,000
|
6.98
|
Columbia Pacific Opportunity Fund, L.P.
|
5/2/2012
|
BUY
|
7,200
|
21,600
|
6.88
|
Columbia Pacific Opportunity Fund, L.P.
|
5/3/2012
|
BUY
|
2,000
|
6,000
|
6.96
|
(1)
American Depositary Shares, each representing
three Ordinary Shares, par value US $0.01 per share
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