SC 13D/A

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)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

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

With copies to:

Brian J. Lane

Gibson, Dunn & Crutcher LLP

1050 Washington Avenue, N.W.

Washington, DC 20036-5306

(202) 887-3646

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

December 13, 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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 (however, see the Notes).

(Continued on following pages)

CUSIP No. 16946T109   SCHEDULE 13D Page  2  of 9 Pages

1	NAME OF REPORTING PERSONS Ned L. Sherwood
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  *        (b)  **
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)
6	CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     775,141
		8	SHARED VOTING POWER     2,625,488
		9	SOLE DISPOSITIVE POWER     775,141
		10	SHARED DISPOSITIVE POWER     2,625,488
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,400,629
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     7.0%
14	TYPE OF REPORTING PERSON     IN

* Only with respect to Ned L. Sherwood, ZS EDU L.P., ZS EDU GP LLC and Robert Horne.

** Only with respect to Daniel Tseung.

CUSIP No. 16946T109   SCHEDULE 13D Page  3  of 9 Pages

1	NAME OF REPORTING PERSONS ZS EDU L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  *        (b)  **
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)
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    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.4%
14	TYPE OF REPORTING PERSON     PN

* Only with respect to Ned L. Sherwood, ZS EDU L.P., ZS EDU GP LLC and Robert Horne.

** Only with respect to Daniel Tseung.

CUSIP No. 16946T109   SCHEDULE 13D Page  4  of 9 Pages

1	NAME OF REPORTING PERSONS ZS EDU GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  *        (b)  **
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)
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    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.4%
14	TYPE OF REPORTING PERSON     OO

* Only with respect to Ned L. Sherwood, ZS EDU L.P., ZS EDU GP LLC and Robert Horne.

** Only with respect to Daniel Tseung.

CUSIP No. 16946T109   SCHEDULE 13D Page  5  of 9 Pages

1	NAME OF REPORTING PERSONS Robert Horne
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  *        (b)  **
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)
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    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.5%
14	TYPE OF REPORTING PERSON     IN

* Only with respect to Ned L. Sherwood, ZS EDU L.P., ZS EDU GP LLC and Robert Horne.

** Only with respect to Daniel Tseung.

Page 6 of 9 Pages

The Statement on Schedule 13D, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2011, and as amended and restated on May 12, 2011 and November 22, 2011, and as amended on December 9, 2011 (as amended and restated, the “Schedule 13D”) by the Reporting Persons named therein is hereby amended by this Amendment No. 4 to the Schedule 13D. Capitalized terms used but not defined herein shall have the meaning set forth in the Schedule 13D.

Item 4. Purpose of the Transaction.

Item 4 is supplemented by adding the following:

On December 15, 2011, Ned Sherwood filed with the SEC Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) in connection with his solicitation of proxies for the Issuer’s 2011 Annual Meeting of Stockholders. ZS EDU L.P. intends to nominate and Mr. Sherwood and the other participants in the solicitation are soliciting proxies to elect the following three (3) nominees as members of the Board of Directors of the Issuer (the “Board”): Mr. Sherwood, Derek Feng and Daniel Tseung (each, a “Nominee” and together, the “Nominees”). The Reporting Persons may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Act with Mr. Tseung, who is the only Nominee that, to the knowledge of the Reporting Persons, beneficially owns any Shares. The Reporting Persons expressly disclaim membership in a group with, and beneficial ownership of any securities beneficially owned by, Mr. Tseung. Based on information and belief and as of the date hereof, Mr. Tseung beneficially owns 130,000 Shares, which represents less than 0.3% of the outstanding Shares.

In furtherance of Mr. Sherwood’s proxy solicitation to elect the Nominees to the Board, ZS EDU L.P. intends to propose at the Issuer’s 2011 Annual Meeting of Stockholders and Mr. Sherwood and the other participants in the solicitation are soliciting proxies to (i) repeal any provision of the Issuer’s Bylaws (the “Bylaws”) in effect at the time such proposal becomes effective that was not included in the Bylaws filed by the Issuer with the SEC on May 12, 2006 (the “Bylaw Amendment Proposal”) and (ii) adjourn the Issuer’s 2011 Annual Meeting of Stockholders until January 20, 2012 at 9:00 a.m. Beijing Standard Time, which is January 19, 2012 at 8:00 p.m. U.S. Eastern Standard Time, at the Renaissance Beijing Capital Hotel, 61 Dongsanhuan Middle Road, Chaoyang District, Beijing, 100022 China, if necessary or appropriate to solicit additional proxies in favor of the Nominees if there are insufficient votes at the time of such adjournment to elect the Nominees to the Board (the “Adjournment Proposal”).

For additional information regarding the Nominees, the Bylaw Amendment Proposal and the Adjournment Proposal, please see the Preliminary Proxy Statement, which is attached hereto as Exhibit 2, is incorporated herein by reference and qualifies the foregoing in its entirety.

Item 5. Interest in Securities of the Issuers.

Item 5 is hereby amended and restated as follows:

As indicated herein, and solely to the extent expressed herein in Item 4, the Reporting Persons may be deemed members of a “group” within the meaning of Rule 13d-5(b) under the Act with Mr. Tseung. The Reporting Persons expressly disclaim membership in a group with, and beneficial ownership of any securities beneficially owned by, Mr. Tseung or any other person.

(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 SEC on November 14, 2011.

Amount beneficially owned:

Ned Sherwood – 3,400,629

ZS EDU L.P. – 2,625,488

ZS EDU GP LLC – 2,625,488

Robert Horne – 2,675,488

Percent of class:

Ned Sherwood – 7.0%

ZS EDU L.P. – 5.4%

ZS EDU GP LLC – 5.4%

Robert Horne – 5.5%

Page 7 of 9 Pages

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

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

Ned Sherwood – 775,141

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 – 775,141

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:

On December 11, 2011, 30,000 shares of the Issuer’s restricted common stock beneficially owned by Mr. Sherwood vested. The shares of restricted common stock were granted pursuant to a grant of 100,000 shares of restricted common stock on August 6, 2010.

(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.

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

Item 6 is supplemented by adding the following:

The information set forth under Item 4 of this Schedule 13D is incorporated herein by reference.

In connection with the nomination of the Nominees, ZS EDU L.P. has entered into an agreement with each of the Nominees, except for Mr. Sherwood (each, a “Nominee Agreement”), pursuant to which, among other things, ZS EDU L.P. has agreed to indemnify the Nominees against certain potential losses, damages, penalties, judgments, awards, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) that might arise in connection with such Nominee being named as a director nominee and related matters. The form of Nominee Agreement entered into with each of the Nominees is attached as Exhibit 3 hereto, incorporated herein by reference and qualifies the foregoing in its entirety.

Item 7. Materials to be Filed as Exhibits.

Item 7 is supplemented by adding the following:

Exhibit 2:	Preliminary Proxy Statement on Schedule 14A (SEC File No. 001-33771), filed by Ned Sherwood on December 15, 2011 (incorporated herein by reference)
Exhibit 3:	Form of Nominee Agreement

*****

Page 8 of 9 Pages

Important Information

SECURITY HOLDERS ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON DECEMBER 15, 2011, THE DEFINITIVE PROXY STATEMENT, WHEN AVAILABLE, AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY NED SHERWOOD, ZS EDU L.P., ZS EDU GP LLC, ROBERT HORNE AND THE NOMINEES FROM THE STOCKHOLDERS OF CHINACAST EDUCATION CORPORATION (THE “ISSUER”) FOR USE AT THE ISSUER’S ANNUAL MEETING BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. INVESTORS CAN GET THE PRELIMINARY PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT, WHEN AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AT NO CHARGE AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

NED SHERWOOD, ZS EDU L.P., ZS EDU GP LLC, ROBERT HORNE AND THE NOMINEES WILL BE DEEMED PARTICIPANTS IN THE PROXY SOLICITATION. THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT, WHEN AVAILABLE, WITHOUT CHARGE UPON REQUEST. INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT FILED WITH THE SEC ON DECEMBER 15, 2011.

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.

December 15, 2011	Ned Sherwood
	By:	/s/ Ned Sherwood
	Name:	Ned Sherwood
December 15, 2011	ZS EDU L.P.
	By:	/s/ Ned Sherwood
	Name:	Ned Sherwood
	Title:	Manager of the General Partner, ZS EDU GP LLC
December 15, 2011	ZS EDU GP LLC
	By:	/s/ Ned Sherwood
	Name:	Ned Sherwood
	Title:	Manager
December 15, 2011	Robert Horne
	By:	/s/ Robert Horne
	Name:	Robert Horne

EX-99.3

Exhibit 3

December     , 2011

To:                     

Dear                     :

This will confirm our understanding as follows:

You agree that you are willing, should we decide to proceed, to become a member of a slate of nominees (the “Slate”) to stand for election as directors of ChinaCast Education Corporation (the “Company”) at the 2011 annual meeting of stockholders, any special meeting of Company stockholders and at any adjournments, postponements or continuations thereof, as well as in connection with any solicitation of written consents from stockholders to elect Company directors.

You understand that it may be difficult, if not impossible, to replace nominees who, such as yourself, have agreed to serve on the Slate and later change their minds and determine not to seek election. Accordingly, the Slate is relying upon your agreement to seek election. In that regard, you are being supplied with a questionnaire in which you will provide Ned L. Sherwood (the “Nominating Stockholder”) with information necessary for the Nominating Stockholder to make appropriate disclosure both to the Company and for use in creating the proxy or other solicitation material that may be sent to the Company’s stockholders and filed with the U.S. Securities and Exchange Commission (the “SEC”). You agree that (i) you will immediately complete and sign the questionnaire and return it to the Nominating Stockholder (or his designee) by fax or email and (ii) your responses to the questions contained therein will be true and correct in all respects. In addition, you have agreed that, concurrently with your execution of this letter, you will execute the instrument attached hereto as Annex I, directed to the Company, informing the Company that you consent to being nominated by the Nominating Stockholder for election as a director of the Company and, if elected, consent to serving as a director of the Company. Upon being notified that you have been chosen, that consent and your completed questionnaire (or summaries thereof) may be forwarded to the Company.

You understand and acknowledge that the Nominating Stockholder and his affiliates may be required to make various filings with the SEC in connection with your nomination as a director and any related proxy solicitation, and may also be required to respond to comment letters and other SEC correspondence relating thereto. In connection therewith, you hereby agree and authorize the Nominating Stockholder and his legal representatives to make the following representation to the SEC on your behalf, substantially in the form of the following statement: “[Your Name] acknowledges that (i) he or she is responsible for the adequacy and accuracy of the disclosure in [the applicable filing], (ii) SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the SEC from taking any action with respect to the filing and (iii) he or she may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.”

As has been discussed with you, during the period that you are a nominee, the Nominating Stockholder may ask your cooperation and assistance with certain matters in connection with your nomination. Examples of such matters would include, if requested, meetings or conference calls with Institutional Shareholder Services (ISS) and other stockholders. ZS EDU L.P. (“ZSE”) agrees to reimburse you for reasonable, documented expenses (including legal expenses) incurred in connection with your nomination, provided that such expenses are incurred at or prior to the annual meeting, special meeting or delivery of written consents to the Company, as applicable.

ZSE hereby agrees that, so long as you actually serve on the Slate, ZSE will defend, indemnify and hold you harmless from and against any and all losses, damages, penalties, judgments, awards, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that (i) based on your role as a nominee for director of the Company on the Slate, you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof (a “Proceeding”) or (ii) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys’ costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that the Nominating Stockholder determines to withdraw the Slate or remove you from the Slate and (ii) after the election has taken place but only for events which occur prior to such election and subsequent to the date hereof. Anything to the contrary herein notwithstanding, ZSE is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the annual meeting, special meeting or delivery of written consents to the Company, as applicable, or such earlier time as you are no longer a nominee of the Slate for election to the Company’s Board of Directors or for any actions taken by you as a director of the Company, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with your participation in the Slate unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner which constitutes gross negligence or willful misconduct or (iii) in the event of a material misrepresentation of fact in any information about you provided by you to the Nominating Stockholder for inclusion in any proxy statement or other solicitation materials to be used by the Nominating Stockholder or his affiliates in connection with your nomination as a director. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify ZSE in the event of any third-party claims actually made against you or known by you to be threatened. In addition, with respect to any such claim, ZSE shall be entitled to control your defense with counsel chosen by ZSE, unless based on the advice of counsel you reasonably object to ZSE controlling the defense on the ground that there may be legal defenses available to you which conflict with those available to ZSE, in which case you shall choose your own counsel and such counsel’s reasonable costs and expenses shall be paid for by ZSE. You shall have the right to employ a separate counsel, at your own cost, when ZSE is controlling the defense. ZSE shall not be responsible for any

2

settlement of any claim against you covered by this indemnity without the prior written consent of ZSE. However, ZSE may not enter into any settlement of any such claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

Each of us recognizes that should you be elected to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the stockholders of the Company and, as a result, that there is, and can be, no agreement between you and the Nominating Stockholder or ZSE that governs the decisions which you will make as a director of the Company.

This agreement shall be interpreted and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws provisions thereof. This agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.

[Signature page follows]

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Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.

Very truly yours,

ZS EDU L.P.

By:

Name:

Title:

Agreed to and Accepted as of the date first above written:

Name:

4

ANNEX I

WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A

PROXY, CONSENT SOLICITATION OR INFORMATION STATEMENT AND TO SERVE

AS A DIRECTOR

I,                     , hereby consent to being named as a nominee for the Board of Directors of ChinaCast Education Corporation (the “Company”) with any proxy, consent or information statement issued relating to the election of directors of the Company at any Annual Meeting of Stockholders or otherwise. Furthermore, I agree to serve as a director of the Company if so elected.

Dated as of             , 2011.

Name:

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