Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO §240.13d-2(a)

(Amendment No. 2)

CHINACAST EDUCATION CORPORATION

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

16946T109

(CUSIP Number)

Ned Sherwood, c/o ZS Fund L.P., 1133 Avenue of the Americas, New York, New York 10036

(212) 398-6200

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

November 22, 2011

(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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box

(Continued on following pages)

(Page 1 of 11 Pages)

CUSIP No. 16946T109

SCHEDULE 13D

Page 2 of 10 Pages

1	NAME OF REPORTING PERSONS Ned L. Sherwood
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK 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 735,141
			8	SHARED VOTING POWER 2,625,488
			9	SOLE DISPOSITIVE POWER 735,141
			10	SHARED DISPOSITIVE POWER 2,625,488
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,360,629
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14		TYPE OF REPORTING PERSON IN

CUSIP No. 16946T109

SCHEDULE 13D

Page 3 of 10 Pages

1	NAME OF REPORTING PERSONS ZS EDU L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK 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 0
			8	SHARED VOTING POWER 2,625,488
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 2,625,488
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,625,488
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14		TYPE OF REPORTING PERSON PN

CUSIP No. 16946T109

SCHEDULE 13D

Page 4 of 10 Pages

1	NAME OF REPORTING PERSONS ZS EDU GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK 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 0
			8	SHARED VOTING POWER 2,625,488
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 2,625,488
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,625,488
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14		TYPE OF REPORTING PERSON OO

CUSIP No. 16946T109

SCHEDULE 13D

Page 5 of 10 Pages

1	NAME OF REPORTING PERSONS Robert Horne
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK 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 50,000
			8	SHARED VOTING POWER 2,625,488
			9	SOLE DISPOSITIVE POWER 50,000
			10	SHARED DISPOSITIVE POWER 2,625,488
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,675,488
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14		TYPE OF REPORTING PERSON IN

Page 6 of 10 Pages

The Statement on Schedule 13D, as originally filed with the Securities and Exchange Commission on March 24, 2011 (the “Schedule 13D”) and as amended and restated on May 12, 2011 by the Reporting Persons named therein is hereby amended and restated in its entirety by this Amendment No. 2 to the Schedule 13D.

Item 1.

Security and Issuer.

This statement relates to the common stock, par value $0.0001 per share (the “Shares”) of ChinaCast Education Corporation, a Delaware corporation, (the “Issuer”). The Issuer’s principal executive office is located at Suite 08, 20/F, One International Financial Centre, 1 Harbour View Street, Central, Hong Kong.

Item 2.

Identity and Background.

(a) This Schedule 13D is filed by Ned L. Sherwood, ZS EDU L.P., ZS EDU GP LLC and Robert Horne. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(b) The principal business address of each of Messrs. Sherwood and Horne, ZS EDU L.P. and ZS EDU GP LLC is c/o ZS Fund L.P., 1133 Avenue of the Americas, New York, New York 10036.

(c) The principal business of Messrs. Sherwood and Horne is as serving as a manager of the general partner of ZS Fund L.P., a private equity firm engaged in making long-term investments in successful middle-market companies. The principal business of ZS EDU L.P. is acquiring, holding and disposing of investments in various companies.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Sherwood and Horne are citizens of the United States of America. ZS EDU L.P. is a Delaware limited partnership. ZS EDU GP LLC is a Delaware limited liability company.

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

The aggregate purchase price of the 3,410,629 Shares beneficially owned by the Reporting Persons is $21,375,661. The source of the $4,902,526 used to purchase the 735,141 shares owned by Ned Sherwood was investment capital. The source of the $337,260 used to purchase the 50,000 shares owned by Robert Horne was investment capital. The source of the $16,135,875 used to purchase the 2,625,488 shares owned by ZS EDU L.P. and ZS EDU GP LLC was investment capital.

Item 4. Purpose of Transaction.

The reporting person plans to support election of the shareholder nominated candidate, Derek Feng, to the board of directors and withhold his vote for nominee Justin Tang. The reporting person had an opportunity to meet Mr. Feng, and is impressed with his experience at companies such as Knowledge Universe and at General Electric.

Page 7 of 10 Pages

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons do not have any plans or proposals which relate to or would result in:

a.	an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

b.	a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

c.	any material change in the present capitalization or dividend policy of the Issuer;

d.	any other material change in the Issuer’s business or corporate structure;

e.	changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person;

f.	causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

g.	a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or

h.	any action similar to those enumerated above.

The Reporting Persons intend to review their investment in the Issuer’s Shares on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, or changing their intention with respect to any and all matters set forth in subparagraphs (a) - (h) of this Item 4.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate percentage of Shares reported as owned by the Reporting Persons is based upon 48,786,949 Shares outstanding, which is the total number of Shares of the Issuer outstanding as of November 1, 2011, as reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on November 14, 2011.

Page 8 of 10 Pages

Amount beneficially owned:

Ned Sherwood – 3,360,629
ZS EDU L.P. – 2,625,488

ZS EDU GP LLC – 2,625,488
Robert Horne - 2,675,488
Percent of class:
Ned Sherwood – 6.9%
ZS EDU L.P. – 5.4%
ZS EDU GP LLC – 5.4%
Robert Horne - 5.5%

(b)	Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote

	Ned Sherwood – 735,141
	ZS EDU L.P. – 0
	ZS EDU GP LLC – 0
	Robert Horne - 50,000

(ii)	Shared power to vote or to direct the vote

	Ned Sherwood – 2,625,488
	ZS EDU L.P. – 2,625,488
	ZS EDU GP LLC – 2,625,488
	Robert Horne - 2,625,488

(iii)	Sole power to dispose or to direct the disposition of

	Ned Sherwood – 735,141
	ZS EDU L.P. – 0
	ZS EDU GP LLC – 0
	Robert Horne - 50,000

(iv)	Shared power to dispose or to direct the disposition of

	Ned Sherwood – 2,625,488
	ZS EDU L.P. – 2,625,488
	ZS EDU GP LLC – 2,625,488
	Robert Horne - 2,625,488

(c) The transaction dates, number of Shares purchased, the average price per share and a description of where the transactions were effected for all transactions by the Reporting Persons, within the last 60 days are set forth below:

Name of Reporting Person

Date

Number of Shares Purchased

Average Price per Share

How was the transaction effected

There have been no transactions within the last 60 days.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Page 9 of 10 Pages

Item 6.

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

None.

Item 7.

Materials to be Filed as Exhibits.

None.

Page 10 of 10 Pages

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.

November 22, 2011	Ned Sherwood

	By: _/s/ Ned Sherwood______________________
	Name: Ned Sherwood

November 22, 2011	ZS EDU L.P.

	By: _/s/ Ned Sherwood ______________________
	Name: Ned Sherwood
	Title: Manager of the General Partner, ZS EDU GP LLC

November 22, 2011	ZS EDU GP LLC

	By: _/s/ Ned Sherwood ______________________
	Name: Ned Sherwood
	Title: Manager

November 22, 2011	Robert Horne

	By: _/s/ Robert Horne______________________
	Name: Robert Horne