0001144204-11-048044.txt : 20110817 0001144204-11-048044.hdr.sgml : 20110817 20110816185838 ACCESSION NUMBER: 0001144204-11-048044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110817 DATE AS OF CHANGE: 20110816 GROUP MEMBERS: ALEXANDER B. WASHBURN GROUP MEMBERS: BRANDON D. BATY GROUP MEMBERS: COLUMBIA PACIFIC ADVISORS, LLC GROUP MEMBERS: COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. GROUP MEMBERS: DANIEL R. BATY GROUP MEMBERS: LAKE UNION CAPITAL FUND, LP GROUP MEMBERS: LAKE UNION CAPITAL MANAGEMENT, LLC GROUP MEMBERS: MICHAEL SELF GROUP MEMBERS: NEW VERNON INVESTMENT MANAGEMENT LLC GROUP MEMBERS: NEW VERNON PARTNERS LLC GROUP MEMBERS: STANLEY L. BATY GROUP MEMBERS: THOMAS PATRICK GROUP MEMBERS: TRENT STEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ChinaEdu CORP CENTRAL INDEX KEY: 0001411419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83714 FILM NUMBER: 111041110 BUSINESS ADDRESS: STREET 1: 12TH FLOOR, CAPTIAL TIMES SQUARE STREET 2: NO. 88 XICHANGAN STREET CITY: BEIJING STATE: F4 ZIP: 100031 BUSINESS PHONE: (8610) 8391 3168 MAIL ADDRESS: STREET 1: 12TH FLOOR, CAPTIAL TIMES SQUARE STREET 2: NO. 88 XICHANGAN STREET CITY: BEIJING STATE: F4 ZIP: 100031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: New Vernon Aegir Master Fund Ltd. CENTRAL INDEX KEY: 0001510223 IRS NUMBER: 980683760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 799 CENTRAL AVENUE, SUITE 350 CITY: HIGHLAND PARK STATE: IL ZIP: 60035 BUSINESS PHONE: 847-926-5712 MAIL ADDRESS: STREET 1: 799 CENTRAL AVENUE, SUITE 350 CITY: HIGHLAND PARK STATE: IL ZIP: 60035 SC 13D/A 1 v231028_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

ChinaEDU Corporation
(Name of Issuer)

Ordinary Shares in the form of American Depositary Shares
(Title of Class of Securities)

16945L107
(CUSIP Number)

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)

August 16, 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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box x .
 
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 31)
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 2 OF 31
 
1
NAMES OF REPORTING PERSONS.
 
New Vernon Aegir Master Fund Ltd.
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
   4,491,408
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  4,491,408
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 4,491,4081
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 8.3%
14
 
 
TYPE OF REPORTING PERSON
 
  CO
1
As of August 16, 2011, the Reporting Person beneficially owns 1,497,136 American Depositary Shares, representing 4,491,408 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 3 OF 31
 
1
NAMES OF REPORTING PERSONS.
 
New Vernon Investment 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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  4,491,408
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  4,491,408
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 4,491,4082
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 8.3%
14
 
 
TYPE OF REPORTING PERSON
 
 IA
2
As of August 16, 2011, the Reporting Person beneficially owns 1,497,136 American Depositary Shares, representing 4,491,408 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 4 OF 31
 
1
NAMES OF REPORTING PERSONS.
 
New Vernon Partners 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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  4,491,408
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  4,491,408
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  4,491,4083
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  8.3%
14
 
TYPE OF REPORTING PERSON
 IA
3 As of August 16, 2011, the Reporting Person beneficially owns 1,497,136 American Depositary Shares, representing 4,491,408 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 5 OF 31
 
1
NAMES OF REPORTING PERSONS.
 
Trent Stedman
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
 AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  4,518,471
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
 4,518,471
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 4,518,4714
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  8.3%
14
 
TYPE OF REPORTING PERSON
 IN
4 As of August 16, 2011, the Reporting Person beneficially owns 1,506,157 American Depositary Shares, representing 4,518,471 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 6 OF 31
 
1
NAMES OF REPORTING PERSONS.
 
Thomas Patrick
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
 PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  357,897
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
 357,897
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  357,8975
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  0.7%
14
 
TYPE OF REPORTING PERSON
  IN
5 As of August 16, 2011, the Reporting Person beneficially owns 119,299 American Depositary Shares, representing 357,897 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 7 OF 31
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  2,241,921
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  2,241,921
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    2,241,9216
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.1%12
14
 
TYPE OF REPORTING PERSON
  PN
6 As of August 16, 2011, the Reporting Person beneficially owns 747,307 American Depositary Shares, representing 2,241,921 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 8 OF 31
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
 2,241,921
8
SHARED VOTING POWER
 
   0
9
SOLE DISPOSITIVE POWER
 
 2,241,921
10
SHARED DISPOSITIVE POWER
 
   0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,241,9217
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.1%
14
 
TYPE OF REPORTING PERSON
  IA
7 As of August 16, 2011, the Reporting Person beneficially owns 747,307 American Depositary Shares, representing 2,241,921 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 9 OF 31
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  2,241,921
8
SHARED VOTING POWER
 
   0
9
SOLE DISPOSITIVE POWER
 
  2,241,921
10
SHARED DISPOSITIVE POWER
 
    0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,241,9218
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.1%
14
 
TYPE OF REPORTING PERSON
  IN
8 As of August 16, 2011, the Reporting Person beneficially owns 747,307 American Depositary Shares, representing 2,241,921 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 10 OF 31
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Washington
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  6,531,603
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  6,531,603
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  6,531,6039
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.0%
14
 
TYPE OF REPORTING PERSON
  PN
9 As of August 16, 2011, the Reporting Person beneficially owns 2,177,201 American Depositary Shares, representing 6,531,603 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 11 OF 31
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Washington
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  6,531,603
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  6,531,603
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,531,60310
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.0%
14
 
TYPE OF REPORTING PERSON
  IA
10 As of August 16, 2011, the Reporting Person beneficially owns 2,177,201 American Depositary Shares, representing 6,531,603 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 12 OF 31
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  6,531,603
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
 6,531,603
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  6,531,60311
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.0%
14
 
TYPE OF REPORTING PERSON
  IN
11 As of August 16, 2011, the Reporting Person beneficially owns 2,177,201 American Depositary Shares, representing 6,531,603 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 13 OF 31
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  6,531,603
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
 6,531,603
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  6,531,60312
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.0%
14
 
TYPE OF REPORTING PERSON
  IN
12 As of August 16, 2011, the Reporting Person beneficially owns 2,177,201 American Depositary Shares, representing 6,531,603 underlying Ordinary Shares.
 
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 14 OF 31
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  6,531,603
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  6,531,603
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,531,60313
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.0%
14
 
TYPE OF REPORTING PERSON
  IN
13 As of August 16, 2011, the Reporting Person beneficially owns 2,177,201 American Depositary Shares, representing 6,531,603 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 15 OF 31
 
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)         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
   6,531,603
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  6,531,603
10
SHARED DISPOSITIVE POWER
 
  0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,531,60314
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.0%
14
 
TYPE OF REPORTING PERSON
  IN
14 As of August 16, 2011, the Reporting Person beneficially owns 2,177,201 American Depositary Shares, representing 6,531,603 underlying Ordinary Shares.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 16 OF 31
 
Note: This Schedule 13D represents Amendment No. 2 to a Statement on Schedule 13D dated April 25, 2011, as amended by Amendment No. 1 dated May 23, 2011, filed by the Aegir Parties.  This Schedule 13D represents the initial statement on Schedule 13D filed by the Lake Union Parties.  This Schedule 13D represents the initial statement on Schedule 13D filed by the Columbia Pacific Parties and amends the information provided by the Columbia Pacific Parties on Schedule 13G filed on February 17, 2009, as amended by Amendment No. 1 dated February 16, 2010, as amended by Amendment No. 2 dated February 15, 2011, and as amended by Amendment No. 3 dated June 13, 2011.
 
ITEM 1.      SECURITY AND ISSUER
 
This schedule relates to ordinary shares (“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.
 
ITEM 2.      IDENTITY AND BACKGROUND
 
The Aegir Parties, Lake Union Parties and Columbia Pacific Parties collectively and individually, are referred to as the “Reporting Persons”.
 
Aegir Parties
 
(a)          (i)           New Vernon Aegir Master Fund Ltd.
Information as to each of the directors of the Reporting Person for Items 2(a), 2(b), 2(c) and 2(f) is set forth on Schedule A hereto and is incorporated herein by reference.
 
(ii)
New Vernon Investment Management LLC.
Information as to controlling member of the Reporting Person for Items 2(a), 2(b), 2(c) and 2(f) is set forth on Schedule A hereto and is incorporated herein by reference.
 
(iii)
New Vernon Partners LLC.
Information as to the controlling member of the Reporting Person for Items 2(a), 2(b), 2(c) and 2(f) is set forth on Schedule A hereto and is incorporated herein by reference.
 
(iv) 
Trent Stedman
 
(v) 
Thomas Patrick

(b)           799 Central Avenue
Suite 350
Highland Park, Illinois  60035

(c)
New Vernon Aegir Master Fund Ltd. (the “Aegir Fund”) is an investment fund; New Vernon Partners LLC is the investment manager of the Aegir Fund; New Vernon Investment Management LLC (the “Aegir Investment Advisor”) is the investment advisor of the Aegir Fund; Mr. Stedman’s principal business is serving as the portfolio manager of the Aegir Investment Advisor; and Mr. Patrick has a variety of business interests and is an affiliate of the Aegir Investment Advisor (collectively, the “Aegir Parties”).

(d)-(e)
During the last five years, none of the Aegir Parties nor, to the best knowledge of the Aegir Parties, any of the persons identified in Schedule A: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a 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.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 17 OF 31
 
 (f)          (i)           New Vernon Aegir Master Fund Ltd., Cayman Islands
(ii)          New Vernon Investment Management LLC, Delaware
(iii)         New Vernon Partners LLC, Delaware
(iv)         Trent Stedman, United States of America
(v)          Thomas Patrick, United States of America
 
Lake Union Parties

(a)          (vi)          Lake Union Capital Fund, LP
(vii)         Lake Union Capital Management, LLC
(viii)        Michael Self

(b)          601 Union Street
Suite 4616
Seattle, WA 98101
 
(c)
Lake Union Capital Fund, LP (the “Lake Union Fund”) is an investment fund; Lake Union Capital Management, LLC (the “Lake Union Investment Manager”) is the investment manager and sole general partner of  Lake Union Fund; and Michael Self is the sole managing member of the Lake Union Investment Manager (collectively, the “Lake Union Parties”).
 
(d)-(e)
During the last five years, none of the Lake Union Parties: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a 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)          (vi)           Lake Union Capital Fund, LP, Delaware
(vii)          Lake Union Capital Management, LLC, Delaware
(viii)         Michael Self, United States of America
 
Columbia Pacific Parties

(a)          (ix)           Columbia Pacific Opportunity Fund, L.P.
(x)            Columbia Pacific Advisors LLC
(xi)           Alexander B. Washburn
(xii)          Daniel R. Baty
(xiii)         Stanley L. Baty
(xiv)         Brandon D. Baty
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 18 OF 31
 
(b)          1910 Fairview Avenue
Suite 500
Seattle, WA 98102-3698
 
(c)
Columbia Pacific Opportunity Fund, L.P. (the “Columbia Pacific Fund”) is an investment fund; Columbia Pacific Advisors LLC (the “Columbia Pacific Advisor”) is the advisor and sole general partner of the Columbia Pacific Fund; Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty serve as the managing members of Columbia Pacific Advisor (collectively, the “Columbia Pacific Parties”).
 
 
(d)-(e)
During the last five years, none of the Columbia Pacific Parties: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a 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)           (ix)          Columbia Pacific Opportunity Fund, L.P., Washington
(x)           Columbia Pacific Advisors LLC, Washington
(xi)          Alexander B. Washburn, United States of America
(xii)         Daniel R. Baty, United States of America
(xiii)        Stanley L. Baty, United States of America
(xiv)        Brandon D. Baty, United States of America
 
Item 3.      Source and Amount of Funds or Other Consideration.
 
Aegir Parties
 
The 4,876,368 Ordinary Shares in the form of ADSs reported herein by the Aegir Parties were acquired by the Aegir Parties for an aggregate purchase price of approximately $9,418,421, and were acquired with the investment capital of the Aegir Fund and personal funds of Mr. Stedman and Mr. Patrick, as more fully detailed in Item 5 herein.  None of the individuals listed on Schedule A hereto has contributed any funds or other consideration towards the purchase of the Ordinary Shares in the form of ADSs except insofar as they may have ownership or other interests in any of the Reporting Persons and have made capital contributions to any of the Reporting Persons, as the case may be.
 
Lake Union Parties
 
The 2,241,921 Ordinary Shares in the form of ADSs reported herein by the Lake Union Parties were acquired by Lake Union Capital Fund, L.P. for an aggregate purchase price of approximately $ 4,222,758, and were acquired with the investment capital of Lake Union Fund, as more fully detailed in Item 5 herein.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 19 OF 31
 
Columbia Pacific Parties
 
The 6,531,603 Ordinary Shares in the form of ADSs reported herein by the Columbia Pacific Parties were acquired by the Columbia Pacific Parties for an aggregate purchase price of approximately $ 11,995,021, 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 Aegir Parties acquired their interests in the Company between August 8, 2008 and March 1, 2011, and presently hold approximately 9% of the Company’s Ordinary Shares in the form of American Depository Shares.  At the time of such purchases, the Aegir Parties believed the ADSs were undervalued and represented an attractive investment opportunity.  The purchases of the ADSs were made in the Aegir Parties’ ordinary course of business and were not made for the purpose of acquiring control of the Company.
 
The Lake Union Parties acquired their interests in the Company between April 7, 2008 and August 15, 2011, and presently hold approximately 4.1% 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 August 15, 2011, and presently hold approximately 12.0% 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.
 
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 25% of the Company’s outstanding Ordinary Shares in the Form of ADSs.
 
The Company’s share price has fallen more than 40% since its December 2007 initial public offering and for the last two years has also underperformed the relevant U.S. and Chinese equity market indices and the shares of leading industry peers.  The Committee believes the Company’s stock performance is largely the result of slowing growth in the Company’s core online degree programs and poor returns on attempts to diversify outside the core business.
 
The Committee understands that the Company’s current business plan includes expanding the K-12 business from 20% to 50% of the Company’s revenues and entering high-end college preparatory and small group tutoring businesses. The Committee does not believe that this plan will enhance shareholder value.  Historically, these types of diversification efforts have been a poor use of shareholders' capital, and the members of the Committee do not believe that the current attempts to diversify will lead to a different result.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 20 OF 31
 
The Committee believes strategic or financial buyers who could operate the Company’s businesses themselves and control its investment strategy are far more likely to pay fair value for the Company’s assets than are public shareholders at this stage.  Because of the attractive nature of the Chinese education market, this appears to be an opportune time to pursue a sale of the Company.
 
Members of the Committee prefer to work together with the Company’s current board of directors to find appropriate buyers for the Company.  The Committee seeks to commence this effort promptly and intends to engage an investment banker to assist with this process.
 
If the current board is unwilling to work with the Committee or participate in a sale process, the Committee intends to take actions to change the board composition so that the Committee’s designees will constitute a majority of the Company’s directors.
 
On August 16, 2011, the Committee sent a letter to the Company’s board of directors, notifying the board of the Committee’s existence and purpose. In the letter, the Committee expressed its concerns about the Company’s current business plan, and explained its desire to work with the board to find an appropriate strategic buyer.  The letter is filed as an exhibit to this Schedule 13D.
 
The Reporting Persons intend to review their investment in the Company on a continuing basis.  Depending on various factors including the Company’s financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the Company’s board of directors, other investment opportunities available to the Reporting Persons, price levels of the shares, and conditions in the securities markets and the economy in general, the Reporting Persons may in the future acquire additional securities of the Company or dispose of some or all of the securities of the Company beneficially owned by them, or take any other actions with respect to their investment in the Company permitted by law, including any or all of the actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D.
 
Item 5.      Interest in Securities of the Issuer.
 
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 13,649,892 of the Ordinary Shares in the form of ADSs of the Issuer.
 
As a result of the formation of a group constituted hereby, each of the Reporting Persons could be deemed to beneficially own all the Ordinary Shares in the form of ADSs included in this Schedule 13D; however, each of the Reporting Persons disclaims beneficial ownership of the Ordinary Shares in the form of ADSs held by other Reporting Persons except as expressly set forth below.  Each Reporting Person provided only information as to itself and did not independently verify the information contained in this Schedule 13D provided by any other Reporting Person.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 21 OF 31
 
Aegir Parties
 
(a)
As of the close of trading on August 15, 2011, (i) New Vernon Aegir Master Fund Ltd. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 4,491,408 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power, (ii) Mr. Stedman directly beneficially owns 27,063 Ordinary Shares in the form of ADSs over which he has sole voting and dispositive power, and (iii) Mr. Patrick directly beneficially owns 357,897 Ordinary Shares in the form of ADSs over which he has sole voting and dispositive power.
 
New Vernon Investment Management LLC is the investment advisor of New Vernon Aegir Master Fund Ltd. 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 New Vernon Aegir Master Fund Ltd. and, accordingly, may be deemed to indirectly beneficially own such shares.
 
New Vernon Partners LLC is the investment manager of New Vernon Aegir Master Fund Ltd. 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 New Vernon Aegir Master Fund Ltd. and, accordingly, may be deemed to indirectly beneficially own such shares.
 
Mr. Stedman is a portfolio manager of New Vernon Investment Management LLC.  In such capacity, Mr. Stedman controls the trading of securities held by New Vernon Aegir Master Fund Ltd.  As a result of such role and otherwise by virtue of his relationship to New Vernon Aegir Master Fund Ltd., New Vernon Partners LLC and New Vernon Investment Management LLC, Mr. Stedman may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by New Vernon Aegir Master Fund Ltd. and, accordingly, may be deemed to indirectly beneficially own such shares.  As a result, Mr. Stedman may be deemed to beneficially own a total of 4,518,471 Ordinary Shares in the form of ADSs.
 
Thomas Patrick is a member of New Vernon Investment Management LLC.  By virtue of his relationship with New Vernon Investment Management LLC, Mr. Patrick may be deemed to be part of a group with the other Reporting Persons with respect to the Ordinary Shares in the form of ADSs.
 
As an affiliate of New Vernon Investment Management LLC and Mr. Stedman and the 0.7% of the Ordinary Shares in the form of ADSs beneficially owned by Mr. Patrick are based on 54,395,185 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2010 (as set forth on the Issuer’s Form 20-F filed June 30, 2011 with the Securities and Exchange Commission).
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 22 OF 31
 
To the knowledge of the Aegir Parties, none of the persons listed on Schedule A hereto beneficially owns any Ordinary Shares in the form of ADSs.
 
New Vernon Investment Management LLC, New Vernon Partners LLC, Mr. Stedman and Mr. Patrick disclaim beneficial ownership of the Ordinary Shares in the form of ADSs held by New Vernon Aegir Master Fund Ltd, except to the extent of their pecuniary interest therein.
 
(b)
The response to Item 5(a) above under the heading “Aegir Parties” is incorporated herein by reference.
 
(c)
None of the Aegir Parties engaged in any transactions with respect to the Ordinary Shares in the form of ADSs during the past sixty (60) days.
 
(d)
The response to Item 5(a) above under the heading “Aegir Parties” is incorporated herein by reference.
 
(e)
Not applicable.
 
Lake Union Parties
 
(a)
As of the close of trading on August 15, 2011, (i) Lake Union Capital Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 2,241,921 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 4.1% 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 54,395,185 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2010 (as set forth on the Issuer’s Form 20-F filed June 30, 2011 with the Securities and Exchange Commission).
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 23 OF 31
 
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 127,080 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.
 
(e)           Not applicable.
 
Columbia Pacific Parties
 
(a)
As of the close of trading on August 15, 2011, (i) Columbia Pacific Opportunity Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 6,531,603 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 Avisors, 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.
 
The 12.0% 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 54,395,185 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2010 (as set forth on the Issuer’s Form 20-F filed June 30, 2011 with the Securities and Exchange Commission).
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 24 OF 31
 
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 216,573 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.
 
(e)           Not applicable.
 
ITEM 6.      CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
The information in Item 4 is incorporated herein by reference.
 
On August 16, 2011, the Reporting Persons entered into a Joint Filing Agreement  relating to the filing of this Schedule 13D, a copy of which is annexed hereto as Exhibit 99.1.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
To the best of the Aegir Parties’ knowledge, none of the persons listed on Schedule A who are not also Reporting Persons, is a party to any contract, agreement or understanding required to be disclosed herein.
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 25 OF 31
 
ITEM 7.      MATERIAL TO BE FILED AS EXHIBITS
 
Exhibit
Description
   
99.1
Joint Filing Agreement, dated August 16, 2011
99.2
Letter to Issuer’s Board of Directors from the Committee, dated August 16, 2011
99.3  Power of Attorney of Trent Stedman, dated as of August 16, 2011.
99.4  Power of Attorney of Thomas Patrick, dated as of August 16, 2011. 

 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 26 OF 31
 
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:  August 16, 2011
  
 
New Vernon Aegir Master Fund Ltd.
By: New Vernon Partners LLC

/s/ Trent Stedman                                   
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman1
   
Dated:  August 16, 2011
  
 
New Vernon Investment Management LLC
By: Trent Stedman

/s/ Trent Stedman                                   
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman1
   
Dated:  August 16, 2011
  
 
New Vernon Partners LLC
By: Trent Stedman

/s/ Trent Stedman                                   
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman1
   
Dated:  August 16, 2011
  
 
/s/ Trent Stedman                                   
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman1
   
Dated:  August 16, 2011
  
 
/s/ Thomas Patrick                                   
Name: Barton S. Aronson, Authorized Signatory for Thomas Patrick1
   
 
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 27 OF 31
 
Dated:  August 16, 2011
  
 
Lake Union Capital Fund, LP
By: Lake Union Capital Management, LLC

/s/ Michael Self                                       
Name: Michael Self
Title:   General Partner
   
Dated:  August 16, 2011
  
 
Lake Union Capital Management, LLC


/s/ Michael Self                                       
Name: Michael Self
Title:   Managing Member
   
Dated:  August 16, 2011
  
 
/s/ Michael Self                                       
Name: Michael Self
   
Dated:  August 16, 2011
  
 
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:  August 16, 2011
  
 
Columbia Pacific Advisors, LLC

/s/ Alexander B. Washburn                  
Name: Alexander B. Washburn
Title:   Managing Member of Columbia Pacific Advisors, LLC
   
Dated:  August 16, 2011
  
 
/s/ Alexander B. Washburn                   
Name: Alexander B. Washburn
   
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 28 OF 31
 
Dated:  August 16, 2011
  
 
/s/ Daniel R. Baty                                   
Name: Daniel R. Baty
   
Dated:  August 16, 2011
  
 
/s/ Stanley L. Baty                                  
Name: Stanley L. Baty
   
Dated:  August 16, 2011
  
 
/s/ Brandon D. Baty                                
Name: Brandon D. Baty

(1) Pursuant to Power of Attorney filed herewith.

 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 29 OF 31
 
SCHEDULE A

DIRECTORS AND OFFICERS OF NEW VERNON AEGIR MASTER FUND LTD

Except as indicated below, each person’s business address is c/o New Vernon Aegir Master Fund, Ltd, 799 Central Avenue, Suite 350, Highland Park, Illinois 60035, and each such person is a United States citizen.

Name
Position and Present Principal Occupation
Shares of Issuer’s Ordinary Shares in the Form of ADSs
Directors
Steve Shapiro
0
 
Mark Rubin
0
 
CONTROLLING MEMBER OF
NEW VERNON INVESTMENT MANAGEMENT LLC

Except as indicated below, each person’s business address is c/o New Vernon Aegir Master Fund, Ltd, 799 Central Avenue, Suite 350, Highland Park, Illinois 60035, and each such person is a United States citizen.

Name
Position and Present Principal Occupation
Shares of Issuer’s Ordinary Shares in the Form of ADSs
Controlling Member
Steve Shapiro
0

CONTROLLING MEMBER OF
NEW VERNON PARTNERS LLC

Except as indicated below, each person’s business address is c/o New Vernon Aegir Master Fund, Ltd, 799 Central Avenue, Suite 350, Highland Park, Illinois 60035, and each such person is a United States citizen.

Name
Position and Present Principal Occupation
Shares of Issuer’s Ordinary Shares in the Form of ADSs
Controlling Member
Steve Shapiro
0

 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 30 OF 31
 
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.
June 17, 2011
BUY
600
1,800
6.40
Lake Union Capital Fund, L.P.
June 21, 2011
BUY
100
300
6.40
Lake Union Capital Fund, L.P.
June 28, 2011
BUY
2,000
6,000
6.42
Lake Union Capital Fund, L.P.
July 6, 2011
BUY
700
2,100
6.34
Lake Union Capital Fund, L.P.
July 8, 2011
BUY
400
1,200
6.34
Lake Union Capital Fund, L.P.
July 11, 2011
BUY
500
1,500
6.14
Lake Union Capital Fund, L.P.
July 14, 2011
BUY
1,000
3,000
6.20
Lake Union Capital Fund, L.P.
July 15, 2011
BUY
12,860
38,580
6.26
Lake Union Capital Fund, L.P.
July 18, 2011
BUY
1,800
5,400
6.37
Lake Union Capital Fund, L.P.
July 19, 2011
BUY
1,500
4,500
6.36
Lake Union Capital Fund, L.P.
July 20, 2011
BUY
800
2,400
6.39
Lake Union Capital Fund, L.P.
July 21, 2011
BUY
1,500
4,500
6.40
Lake Union Capital Fund, L.P.
July 22, 2011
BUY
500
1,500
6.39
Lake Union Capital Fund, L.P.
July 25, 2011
BUY
800
2,400
6.42
Lake Union Capital Fund, L.P.
July 26, 2011
BUY
300
900
6.47
Lake Union Capital Fund, L.P.
July 27, 2011
BUY
1,800
5,400
6.45
Lake Union Capital Fund, L.P.
July 28, 2011
BUY
1,700
5,100
6.44
Lake Union Capital Fund, L.P.
July 29, 2011
BUY
 2,400 7,200 6.43
Lake Union Capital Fund, L.P.
August 1, 2011
BUY
  3,400  10,200  6.44
Lake Union Capital Fund, L.P.
August 2, 2011
BUY
  900  2,700  6.44
Lake Union Capital Fund, L.P.
August 4, 2011
BUY
  1,800  5,400  6.43
Lake Union Capital Fund, L.P.
August 8, 2011
BUY
  600  1,800  6.42
Lake Union Capital Fund, L.P.
August 9, 2011
BUY
  500  1,500  6.17
Lake Union Capital Fund, L.P.
August 11, 2011
BUY
  1,600  4,800  6.18
Lake Union Capital Fund, L.P.
August 12, 2011
BUY
  2,000  6,000  6.14
Lake Union Capital Fund, L.P.
August 15, 2011
BUY
  300  900  6.07

(1) American Depositary Shares, each representing three Ordinary Shares, par value US $0.01 per share
 
 
 
 
 
CUSIP No.  16945L107 SCHEDULE 13D PAGE 31 OF 31
 
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.
June 17, 2011
BUY
900
2,700
6.48
Columbia Pacific Opportunity Fund, L.P.
June 20, 2011
BUY
2,500
7,500
6.40
Columbia Pacific Opportunity Fund, L.P.
June 21, 2011
BUY
900
2,700
6.40
Columbia Pacific Opportunity Fund, L.P.
June 22, 2011
BUY
3,310
9,930
6.36
Columbia Pacific Opportunity Fund, L.P.
June 23, 2011
BUY
1,200
3,600
6.38
Columbia Pacific Opportunity Fund, L.P.
June 24, 2011
BUY
400
1,200
6.39
Columbia Pacific Opportunity Fund, L.P.
June 27, 2011
BUY
1,200
3,600
6.40
Columbia Pacific Opportunity Fund, L.P.
June 28, 2011
BUY
400
1,200
6.44
Columbia Pacific Opportunity Fund, L.P.
June 30, 2011
BUY
3,700
11,100
6.41
Columbia Pacific Opportunity Fund, L.P.
July 1, 2011
BUY
2,000
6,000
6.40
Columbia Pacific Opportunity Fund, L.P.
July 5, 2011
BUY
900
2,700
6.36
Columbia Pacific Opportunity Fund, L.P.
July 6, 2011
BUY
3,120
9,360
6.37
Columbia Pacific Opportunity Fund, L.P.
July 7, 2011
BUY
600
1,800
6.37
Columbia Pacific Opportunity Fund, L.P.
July 8, 2011
BUY
400
1,200
6.36
Columbia Pacific Opportunity Fund, L.P.
July 11, 2011
BUY
7,940
23,820
6.13
Columbia Pacific Opportunity Fund, L.P.
July 12, 2011
BUY
2,500
7,500
6.17
Columbia Pacific Opportunity Fund, L.P.
July 13, 2011
BUY
4,100
12,300
6.17
Columbia Pacific Opportunity Fund, L.P.
July 14, 2011
BUY
600
1,800
6.19
Columbia Pacific Opportunity Fund, L.P.
July 15, 2011
BUY
1,300
3,900
6.28
Columbia Pacific Opportunity Fund, L.P.
July 18, 2011
BUY
700
2,100
6.33
Columbia Pacific Opportunity Fund, L.P.
July 19, 2011
BUY
300
900
6.38
Columbia Pacific Opportunity Fund, L.P.
July 20, 2011
BUY
1,520
4,560
6.32
Columbia Pacific Opportunity Fund, L.P.
July 21, 2011
BUY
500
1,500
6.38
Columbia Pacific Opportunity Fund, L.P.
July 22, 2011
BUY
2,900
8,700
6.39
Columbia Pacific Opportunity Fund, L.P.
July 25, 2011
BUY
300
900
6.45
Columbia Pacific Opportunity Fund, L.P.
July 27, 2011
BUY
200
600
6.47
Columbia Pacific Opportunity Fund, L.P.
July 28, 2011
BUY
500
1,500
6.42
Columbia Pacific Opportunity Fund, L.P.
July 29, 2011
BUY
200
600
6.39
Columbia Pacific Opportunity Fund, L.P.
August 1, 2011
BUY
1,000
3,000
6.45
Columbia Pacific Opportunity Fund, L.P.
August 2, 2011
BUY
500
1,500
6.41
Columbia Pacific Opportunity Fund, L.P.
August 3, 2011
BUY
 100 300 6.48
Columbia Pacific Opportunity Fund, L.P.
August 4, 2011
BUY
  100  300  6.45
Columbia Pacific Opportunity Fund, L.P.
August 5, 2011
BUY
  1,190  3,570  6.24
Columbia Pacific Opportunity Fund, L.P.
August 8, 2011
BUY
  6,500  19,500  6.01
Columbia Pacific Opportunity Fund, L.P.
August 9, 2011
BUY
  3,500  10,500  6.19
Columbia Pacific Opportunity Fund, L.P.
August 10, 2011
BUY
  1,000  3,000  6.18
Columbia Pacific Opportunity Fund, L.P.
August 11, 2011
BUY
  1,800  5,400  6.19
Columbia Pacific Opportunity Fund, L.P.
August 12, 2011
BUY
  10,111  30,333  6.12
Columbia Pacific Opportunity Fund, L.P.
August 15, 2011
 BUY 1,300 3,900 6.13

(1) American Depositary Shares, each representing three Ordinary Shares, par value US $0.01 per share

 
 
 
 
 EX-99.1 2 v231028_ex99-1.htm Unassociated Document
 
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
WHEREAS, certain of the undersigned are holders of American Depository Shares (“ADSs”), directly or beneficially, of ChinaEdu Corporation, a Cayman Islands exempted limited liability corporation (the "Company");
 
WHEREAS, New Vernon Aegir Master Fund, LP, a Cayman Islands limited partnership, New Vernon Investment Management, LLC, a Delaware limited liability company, New Vernon Partners, LLC, a Delaware limited liability company, Trent Stedman, Thomas Patrick, Columbia Pacific Opportunity Fund, LP, a Washington limited partnership, Columbia Pacific Advisers, LLC, a Washington limited liability company, Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty, Brandon D. Baty, Lake Union Capital Fund, LP, a Delaware limited partnership, Lake Union Capital Management, LLC, a Delaware limited liability company, and Michael Self,  (each a party and all entities and individuals collectively “the parties,” whether capitalized or not), wish to form The ChinaEDU Value Realization Committee (the “Committee” or the “Group”).
 
NOW, IT IS AGREED, this 16th day of August, 2011 by the parties hereto:
 
1. In accordance with Rule 13d−1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the undersigned agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company to the extent required under applicable securities laws. Each of the undersigned agrees to the joint filing of any necessary amendments to the Schedule 13D, and to timely cooperation with all other parties and McGuireWoods LLP (“McGuireWoods”) in connection with such filings.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
 
2. The relationship of the parties hereto shall, with respect to their beneficial interests in the Company, be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party's right or power to purchase securities of the Company, as he/it deems appropriate, in his/its sole discretion, or to otherwise fulfill any duties, fiduciary or otherwise, owed to other parties or non-parties hereto.  Nothing herein shall be construed to create any rights in any non-parties, or to create any third party beneficiaries to this Agreement.

3. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
4. In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in New York County in the State of New York.
 
 
Signature Page to Joint Filing Agreement
 
 
 
 
5. Any party hereto may terminate his/its obligations under this Agreement at such time as it sees fit upon two (2) business days’ written notice to all other parties hereto.
 
6. The parties agree that McGuireWoods shall act as counsel for the Group, as well as for Aegir, and that the parties may agree to appoint other attorneys, advisors, consultants, or vendors to provide services to the Group.  The parties agree that the sharing of confidential or privileged information pursuant to this Agreement is in the common interests of the parties and reasonably necessary to achieve the common purposes of the Group.
 
7. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to the Schedule 13D pursuant to Rule 13d−1(k)(1)(iii) under the Exchange Act.






[Signatures to follow on next page.]
 
 
Signature Page to Joint Filing Agreement
 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
 
New Vernon Aegir Master Fund Ltd.
By: New Vernon Partners LLC

/s/ Trent Stedman                                           
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman


New Vernon Investment Management LLC
By: Trent Stedman

/s/ Trent Stedman                                           
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman


New Vernon Partners LLC
By: Trent Stedman

/s/ Trent Stedman                                           
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman


/s/ Trent Stedman                                           
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman


/s/ Thomas Patrick                                           
Name: Barton S. Aronson, Authorized Signatory for Thomas Patrick
 
[Signatures continued on following page]
 
 
Signature Page to Joint Filing Agreement
 
 
 
 
 
Lake Union Capital Fund, LP
By: Lake Union Capital Management, LLC


/s/ Michael Self                                                 
Name: Michael Self
Title:   General Partner



Lake Union Capital Management, LLC


/s/ Michael Self                                                 
Name: Michael Self
Title:   Managing Member


/s/ Michael Self                                                 
Name: Michael Self
 
[Signatures continued on following page]
 
 
Signature Page to Joint Filing Agreement
 
 
 
 
 
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



Columbia Pacific Advisors, LLC

/s/ Alexander B. Washburn                            
Name: Alexander B. Washburn
Title:   Managing Member of Columbia Pacific Advisors, LLC


/s/ Alexander B. Washburn                             
Name: Alexander B. Washburn



/s/ Daniel R. Baty                                               
Name: Daniel R. Baty



/s/ Stanley L. Baty                                             
Name: Stanley L. Baty



/s/ Brandon D. Baty                                         
Name: Brandon D. Baty
 
 
Signature Page to Joint Filing Agreement
 
 
 
 EX-99.2 3 v231028_ex99-2.htm Unassociated Document
 
Exhibit 99.2

 
August 16, 2011

Board of Directors
ChinaEDU Corporation
Gehua Tower, Fourth Floor - A
Qinglong Hutong No. 1, Beijing  100007
PRC China

To the Board of Directors of ChinaEDU Corporation:

The ChinaEDU Value Realization Committee (the “Committee”) is comprised of three ChinaEDU Corporation (“CEDU” or the “Company”) shareholders and their affiliates who collectively own 4,549,964 CEDU ADSs, which represent 13,649,892 Ordinary Shares or approximately 25% of the outstanding Ordinary Shares as of December 31, 2010.  Members of the Committee are knowledgeable, long-term investors who have met or spoken with CEDU’s senior executives and board members on several occasions over the past three years.

Since its December 2007 initial public offering, CEDU’s share price has fallen more than 40%.  CEDU’s stock also has underperformed relevant U.S. and Chinese equity market indices and the shares of leading industry peers for more than two years.  We believe the stock’s performance is largely the result of slowing growth in the Company’s core online degree programs and poor returns on initiatives outside the core business.

CEDU’s recently disclosed objectives to grow the K-12 business from 20% to 50% of the Company’s revenues and enter high-end college preparatory, small group tutoring, and other markets represent a significant expansion of management’s efforts to diversify the business.  Historically such efforts have been a poor use of shareholders’ capital, and we have no reason to believe the results will be different with these initiatives.

Management’s struggles with effective capital allocation are illustrated by the Company’s private primary and secondary schools business.  We estimate it has cost the Company more than $30 million to get this business off the ground, yet it is on a run rate to deliver only $1.8 million of annualized gross profit and is almost certainly unprofitable after allocating marketing and other expenses.  Nonetheless, management estimates it will invest another $1.5 million in 2011 to expand this business.

CEDU has been able to fund such initiatives because it has a solidly profitable and growing core online degree program business and an enormous cash balance relative to the Company’s size.  Indeed we believe the Company’s core business, cash balance, and real estate justify a share price significantly higher than the current market price.

We believe strategic or financial buyers who could operate the Company’s businesses and control its investment strategy are far more likely to pay fair value for CEDU’s assets than are public shareholders at this stage.  With many players seeking to gain or increase access to the attractive Chinese education market, this appears to be an opportune time to pursue a sale of the Company.
 
 
 
 
 
Members of the Committee would prefer to work with CEDU’s current board of directors in a process to find appropriate buyers for the Company.  We seek to commence this process promptly so that shareholders can realize value on their CEDU investment by year-end.  The Committee has retained counsel and intends to engage an investment banker to assist in this process.  If the current board is unwilling to work with the Committee or participate in a sale process, we intend to take actions to change the board composition so that the Committee’s designees will constitute a majority of the Company’s directors.

We look forward to discussing this with you at your earliest convenience.
 
 
Sincerely,

New Vernon Aegir Master Fund Ltd.
 
New Vernon Investment Management LLC
 
New Vernon Partners LLC
 
Trent Stedman
 
Thomas Patrick
 
 
Lake Union Capital Fund, LP
 
Lake Union Capital Management, LLC

Michael Self
 
Columbia Pacific Opportunity Fund, L.P.
 
Columbia Pacific Advisors, LLC

Alexander B. Washburn
 
 
Daniel R. Baty

Stanley L. Baty
 
Brandon D. Baty
 
 
 
4
 
EX-99.3 4 v231028_ex99-3.htm POWER OF ATTORNEY FOR TRENT STEDMAN Unassociated Document
Exhibit 99.3


POWER OF ATTORNEY

The undersigned, Trent Stedman, hereby appoints Barton S. Aronson his true and lawful attorney-in-fact and agent, with full power to execute for an on behalf of the undersigned, in the undersigned’s individual capacity and in the undersigned’s capacity as Portfolio Manager at New Vernon Partners LLC, the investment manager of  New Vernon Aegir Master Fund Ltd and  New Vernon Investment Management LLC (New Vernon Partners LLC, New Vernon Aegir Master Fund Ltd. and New Vernon Investment Management LLC collectively, the “Aegir Entities”), a Schedule 13D and any and all amendments thereto, and a Joint Filing Agreement in connection therewith, with respect to the undersigned’s and the Aegir Entities’ holdings of and transactions in securities issued by ChinaEDU Corporation, in accordance with Section 13(d) of the Securities and Exchange Act of 1934 and the rules and regulations promulgated thereunder, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any provisions of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned and the Aegir Entities are no longer required to file Schedule 13Ds with respect to the undersigned’s and the Aegir Entities’ holdings of and transactions in securities issued by ChinaEDU Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on August 16, 2011.


 
/s/ Trent Stedman
  
 
Trent Stedman
  


 
 
 

EX-99.4 5 v231028_ex99-4.htm POWER OF ATTORNEY OF THOMAS PATRICK Unassociated Document
Exhibit 99.4

POWER OF ATTORNEY

The undersigned, Thomas Patrick, hereby appoints Barton S. Aronson his true and lawful attorney-in-fact and agent, with full power to execute for an on behalf of the undersigned, a Schedule 13D and any and all amendments thereto, and a Joint Filing Agreement in connection therewith, with respect to the undersigned’s holdings of and transactions in securities issued by ChinaEDU Corporation, in accordance with Section 13(d) of the Securities and Exchange Act of 1934 and the rules and regulations promulgated thereunder, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any provisions of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13Ds with respect to the undersigned’s holdings of and transactions in securities issued by ChinaEDU Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on August 16, 2011.


 
/s/ Thomas Patrick
  
 
Thomas Patrick