SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

He Guangwen

(Last)

(First)

(Middle)

27/F, BOBO FORTUNE CENTER

NO. 368 FURONG ROAD (S)

(Street)

CHANGSHA CITY

410007

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HQ Global Education Inc. [ HQGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO, President

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/21/2012		P		4,976,000	A	$0.64	19,039,000	I	By Global Polytechnic Education Group Limited⁽¹⁾
Common Stock	04/21/2012		P		4,335,500	A	$0.64	23,374,500	I	By Global Polytechnic Education Group Limited⁽²⁾
Common Stock	04/23/2012		P		2,037,000	A	⁽⁴⁾	25,411,500	I	By Global Polytechnic Education Group Limited⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pursuant to a share contribution and purchase agreement dated April 21, 2012 with certain shareholders of the Issuer, Global Polytechnic Education Group Limited acquired 4,976,000 shares of the Issuer on April 23, 2012. Guangwen He is the sole director and an 80% shareholder of Nicestar International Limited which is the sole shareholder of Global Polytechnic Education Group Limited. Guangwen He is also the sole director of Global Polytechnic Education Group Limited. Guangwen He expressly disclaims beneficial ownership of securities held by Global Polytechnic Education Group Limited except to the extent of his pecuniary interest therein.

2. Pursuant to a share contribution and purchase agreement dated April 21, 2012 with certain shareholders of the Issuer, Global Polytechnic Education Group Limited has the right to acquire 4,335,500 shares of the Issuer subject to satisfaction of certain conditions. Guangwen He is the sole director and an 80% shareholder of Nicestar International Limited which is the sole shareholder of Global Polytechnic Education Group Limited. Guangwen He is also the sole director of Global Polytechnic Education Group Limited. Guangwen He expressly disclaims beneficial ownership of securities held by Global Polytechnic Education Group Limited except to the extent of his pecuniary interest therein.

3. Pursuant to share transfer agreements dated April 23, 2012 with certain shareholders of the Issuer, Global Polytechnic Education Group Limited acquired 2,037,000 shares of the Issuer on April 23, 2012. Guangwen He is the sole director and an 80% shareholder of Nicestar International Limited which is the sole shareholder of Global Polytechnic Education Group Limited. Guangwen He is also the sole director of Global Polytechnic Education Group Limited. Guangwen He expressly disclaims beneficial ownership of securities held by Global Polytechnic Education Group Limited except to the extent of his pecuniary interest therein.

4. Minimum price permitted by the laws of Hong Kong Special Administrative Region

	/s/ Guangwen He	05/04/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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