-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MY5xEPs+8HAaIkQndSknv0G4AiSg7NxoMRbPf3AWS4fKtWuKLHBXwHCNDMnqGhS8 ehSEDdtg4wf7i4+h7weP3Q== 0001465112-10-000004.txt : 20100205 0001465112-10-000004.hdr.sgml : 20100205 20100205115517 ACCESSION NUMBER: 0001465112-10-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100205 DATE AS OF CHANGE: 20100205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINACAST EDUCATION CORP CENTRAL INDEX KEY: 0001261888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 200178991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79765 FILM NUMBER: 10576235 BUSINESS ADDRESS: STREET 1: 25 FL. QIANG SHENG MANSION STREET 2: NO. 145 PU JIAN ROAD, PUDONG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 211217 BUSINESS PHONE: (8621) 6864-4666 MAIL ADDRESS: STREET 1: 25 FL. QIANG SHENG MANSION STREET 2: NO. 145 PU JIAN ROAD, PUDONG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 211217 FORMER COMPANY: FORMER CONFORMED NAME: GREAT WALL ACQUISITION CORP DATE OF NAME CHANGE: 20030829 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIRECTV CENTRAL INDEX KEY: 0001465112 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 264772533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2230 E. IMPERIAL HIGHWAY CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 310-964-0724 MAIL ADDRESS: STREET 1: 2230 E. IMPERIAL HIGHWAY CITY: EL SEGUNDO STATE: CA ZIP: 90245 SC 13G 1 chinacast13g_2009.htm CHINACAST SCH 13G 2009 chinacast13g_2009.htm
 
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_____________
SCHEDULE 13G
 
(RULE 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
___________
Amendment No. 4
 
ChinaCast Education Corporation
(Name of Issuer)
Common Stock,
par value $0.0001 per share
 
16946T-10-9
(Title of class of securities)
 
(CUSIP number)
December 31, 2009
 
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 o Rule 13d-1(d)
__________
*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 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
Page 1 of 8 Pages
 

 
 
 


 
CUSIP No.
16946T-10-9
13G
Page 2 of 8
 
1
NAMES OF REPORTING PERSONS:
DIRECTV
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
26-4772533
 
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
5
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
2,957,573
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
2,957,573
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
 
2,957,573
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
 
 
[_]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
7.7%
 
12
TYPE OF REPORTING PERSON:*
CO

 
 
 

 

CUSIP No.
16946T-10-9
13G
Page 3 of 8
1
NAMES OF REPORTING PERSONS:
The DIRECTV Group, Inc.
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
52-1106564
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
5
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
2,957,573
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
2,957,573
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
 
2,957,573
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
 
 
[_]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
7.7%
 
12
TYPE OF REPORTING PERSON:*
CO
 


 
 
 

 

CUSIP No.
16946T-10-9
13G
Page 4 of 8
 
1
NAMES OF REPORTING PERSONS:
DTV Network Systems, Inc.
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
52-2358833
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
5
SOLE VOTING POWER:
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER:
2,957,573
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER:
0
PERSON WITH
 
8
SHARED DISPOSITIVE POWER:
2,957,573
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
2,957,573
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
 
 
[_]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
7.7%
 
12
TYPE OF REPORTING PERSON:*
CO
 

 

 
 
 


 
Item 1(a)                      Name of Issuer:
 
ChinaCast Education Corporation
 
Item 1(b)                      Address of Issuer’s Principal Executive Offices:
10/F Xu Jie Mansion, No. 29
Nanmofang Road
Beijing, Peoples Republic of China
 
Item 2(a):                      Name of Person Filing:
 
This statement is filed by DIRECTV and its wholly-owned subsidiaries, The DIRECTV Group, Inc. and DTV Network Systems, Inc.
 
Item 2(b):                      Address of Principal Business Office or if None, Residence:
 
2230 E. Imperial Highway
El Segundo, California  90245.
 
Item 2(c):                      Citizenship:
 
DIRECTV, The DIRECTV Group, Inc. and DTV Network Systems, Inc. are each Delaware corporations.
 
Item 2(d):                      Title of Class of Securities:
 
Common Stock, $0.0001 par value per share.
 
Item 2(e):                      CUSIP Number
 
16946T-10-9

 
 
 

 
Item 3:                      If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (b), Check Whether the Person Filing is a:
 

 
(a)  [ ] Broker or dealer registered under Section 15 of the Exchange Act;
 
 
(b)  [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
 
 
(c)  [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
 
(d)  [ ] Investment company registered under Section 8 of the Investment Company Act;
 
 
(e)  [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
 
(f)  [ ] An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)  [ ] A Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
 
(h)  [ ] A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)  [ ] A Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)  [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
Not applicable.
 
Item 4:                      Ownership:
 
In April 2005, The DIRECTV Group, Inc. (“DIRECTV Group”) and its wholly-owned subsidiary, DTV Network Systems, Inc. (“DTV Network”), closed a transaction with SkyTerra Communications, Inc. and Hughes Network Systems, LLC whereby substantially all of the assets and liabilities comprising the network services business previously operated by DTV Network were transferred to Hughes Network Systems, LLC.  Included as consideration for that transaction was the transfer of the ownership interest in the equity of Issuer to DTV Network effective on the third anniversary of the closing of the transaction.  Consequently, effective April 22, 2008, 2,957,573 shares of the common stock of Issuer were transferred from Hughes Network Systems, LLC to DTV Network.  As of December 31, 2009, those shares continued to be held by DTV Network.
 
 
In November 2009, in connection with a transaction with Liberty Media Corporation, DIRECTV, which was formed as a wholly-owned subsidiary of DIRECTV Group, became a publicly-traded company and the parent company of DIRECTV Group.  Neither DIRECTV nor DIRECTV Group directly owns any shares of the Issuer.  Pursuant to the provisions of Rule 13d-3 under the Securities Exchange Act, DIRECTV and DIRECTV Group may be deemed to own beneficially the shares of Issuer owned by DTV Network, a wholly-owned subsidiary of DIRECTV Group, which in turn is a wholly-owned subsidiary of DIRECTV.
 
 
Percentage ownership is based on 38,351,198 shares outstanding reported by Issuer in its Proxy Statement on Schedule 14A, filed with the SEC on November 19, 2009.
 
 
Item 5.                                Ownership of Five Percent or 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 [   ].
 
Item 6.                                Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.                                Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
Item 8.                                Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.                                Dissolution of a Group.
 
Not applicable.
 
Item 10.                      Certification.
 
By signing below, I certify that, to the best of my 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, I certify that the information set forth in this statement is true, complete and correct.
 
Date:           February 5, 2010
 

 

 
DIRECTV
 

 
By:           /s/ Keith U. Landenberger
Name:           Keith U. Landenberger
Title:           Senior Vice President

 
The DIRECTV Group, Inc.
 

 
By:           /s/ Keith U. Landenberger
Name:           Keith U. Landenberger
Title:           Senior Vice President


 
DTV Network Services, Inc.
 

 
By:           /s/ Keith U. Landenberger
Name:           Keith U. Landenberger
Title:           Senior Vice President


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