0001144204-11-057775.txt : 20111014 0001144204-11-057775.hdr.sgml : 20111014 20111014074716 ACCESSION NUMBER: 0001144204-11-057775 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111014 DATE AS OF CHANGE: 20111014 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 MANAGEMENT, LLC GROUP MEMBERS: MICHAEL SELF GROUP MEMBERS: STANLEY L. BATY 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: 111140873 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 v237021_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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)

October 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 § 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 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.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 2 OF 20
 
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
 
  2,428,821
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  2,428,821
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    2,428,8211
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.5%
14
 
TYPE OF REPORTING PERSON
  PN
 
1 As of October 13, 2011, the Reporting Person beneficially owns 809,607 American Depositary Shares, representing 2,428,821 underlying Ordinary Shares.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 3 OF 20
 
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
 
 2,428,821
8
SHARED VOTING POWER
 
   0
9
SOLE DISPOSITIVE POWER
 
 2,428,821
10
SHARED DISPOSITIVE POWER
 
   0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,428,8212
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.5%
14
 
TYPE OF REPORTING PERSON
  IA
 
2 As of October 13, 2011, the Reporting Person beneficially owns 809,607 American Depositary Shares, representing 2,428,821 underlying Ordinary Shares.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 4 OF 20
 
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
 
  2,428,821
8
SHARED VOTING POWER
 
   0
9
SOLE DISPOSITIVE POWER
 
 2,428,821
10
SHARED DISPOSITIVE POWER
 
    0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,428,8213
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.5%
14
 
TYPE OF REPORTING PERSON
  IN
 
3 As of October 13, 2011, the Reporting Person beneficially owns 809,607 American Depositary Shares, representing 2,428,821 underlying Ordinary Shares.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 5 OF 20
 
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
 
  6,890,724
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  6,890,724
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,890,7244
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.7%
14
 
TYPE OF REPORTING PERSON
  PN
 
4 As of October 13, 2011, the Reporting Person beneficially owns 2,296,908 American Depositary Shares, representing 6,890,724 underlying Ordinary Shares.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 6 OF 20
 
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
 
  6,890,724
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  6,890,724
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,890,7245
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.7 %
14
 
TYPE OF REPORTING PERSON
  IA
 
5 As of October 13, 2011, the Reporting Person beneficially owns 2,296,908 American Depositary Shares, representing 6,890,724 underlying Ordinary Shares.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 7 OF 20
 
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
 
  6,890,724
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  6,890,724
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  6,890,7246
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.7%
14
 
TYPE OF REPORTING PERSON
  IN
 
6 As of October 13, 2011, the Reporting Person beneficially owns 2,296,908 American Depositary Shares, representing 6,890,724 underlying Ordinary Shares.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 8 OF 20
 
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
 
  6,890,724
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
 6,890,724
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  6,890,7247
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.7%
14
 
TYPE OF REPORTING PERSON
  IN
 
7 As of October 13, 2011, the Reporting Person beneficially owns 2,296,908 American Depositary Shares, representing 6,890,724 underlying Ordinary Shares.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 9 OF 20
 
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
 
  6,890,724
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
   6,890,724
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,890,7248
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.7%
14
 
TYPE OF REPORTING PERSON
  IN
 
8 As of October 13, 2011, the Reporting Person beneficially owns 2,296,908 American Depositary Shares, representing 6,890,724 underlying Ordinary Shares.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 10 OF 20
 
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
 
   6,890,724
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  6,890,724
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,890,7249
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  12.7%
14
 
TYPE OF REPORTING PERSON
  IN
 
9 As of October 13, 2011, the Reporting Person beneficially owns 2,296,908 American Depositary Shares, representing 6,890,724 underlying Ordinary Shares.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 11 OF 20
 
Note: This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2011 (the “Schedule 13D”), by the Aegir Parties, the Lake Union Parties and the Columbia Pacific Parties relating to 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. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D.
 
The cover pages previously filed by the Aegir Parties remain unchanged. Any items that are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used in this Amendment and not defined herein have the respective meanings ascribed to such terms in the Schedule 13D, as previously amended.
 
Item 3.      Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended by the addition of the following:
 
Lake Union Parties
 
The 186,900 Ordinary Shares in the form of ADSs purchased by Lake Union Parties since August 16, 2011 were acquired by Lake Union Capital Fund, L.P. for an aggregate purchase price of approximately $368,100, and were acquired with the investment capital of Lake Union Fund, as more fully detailed in Item 5 herein.
 
Columbia Pacific Parties
 
The 359,121 Ordinary Shares in the form of ADSs purchased by the Columbia Pacific Parties since August 16, 2011 were acquired by the Columbia Pacific Parties for an aggregate purchase price of approximately $696,005 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 second, third and fourth paragraphs of Item 4 of the Schedule 13D are hereby amended and restated by the following:
 
The Lake Union Parties acquired their interests in the Company between April 7, 2008 and October 10, 2011, and presently hold approximately 4.5% 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 October 13, 2011, and presently hold approximately 12.7% 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.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 12 OF 20
 
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 26% of the Company’s outstanding Ordinary Shares in the Form of ADSs.
 
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
 
On October 13, 2011, members of the Committee  had a discussion with the Company's CEO.  In connection with that discussion, the Committee delivered resumes of three potential additional members of the Company’s board (“Potential Board Nominees”)  and recommended that the Company increase the size of the board and name the Potential Nominees as additional members of the Company’s board.   In addition, the Committee recommended the Company engage a financial advisor to assist the Company to evaluate potential strategic transactions. The Committee and management are attempting to work together for the betterment of the Companys employees, management and shareholders.
 
As previously disclosed, the Committee continues to investigate potential strategic or financial buyers for the Company.  Members of the Committee have had conversations with potential strategic and financial acquirers who have expressed interest in such a transaction. The Committee Members believe that the Potential Board Nominees and a well-respected financial advisor will have the experience and capabilities necessary to evaluate potential offers for the Company and to maximize shareholder value.
 
Item 5.      Interest in Securities of the Issuer.
 
The first paragraph in Item 5 is hereby amended and restated by the following:
 
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 14,195,913 of the Ordinary Shares in the form of ADSs of the Issuer.
 
The information under the heading “Lake Union Parties” in Item 5 is hereby amended and restated by the following:
 
Lake Union Parties
 
 
(a)
As of the close of trading on October 13, 2011, (i) Lake Union Capital Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 2,428,821 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 13 OF 20
 
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 4.5% 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).
 
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 186,900 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.

 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 14 OF 20
 
The information under the heading “Lake Union Parties” in Item 5 is hereby amended and restated by the following:
 
(a)
As of the close of trading on October 13, 2011, (i) Columbia Pacific Opportunity Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 6,890,724 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 12.7% 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).
 
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 359,121 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.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 15 OF 20
 
(d)
The response to Item 5(a) above under the heading “Columbia Pacific Parties” is incorporated herein by reference.
 
(e)           Not applicable.
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 16 OF 20

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:  October 14, 2011

New Vernon Aegir Master Fund Ltd.
By: New Vernon Partners LLC

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

Dated:  October 14, 2011
New Vernon Investment Management LLC
By: Trent Stedman

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

Dated:  October 14, 2011
New Vernon Partners LLC
By: Trent Stedman

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

Dated:  October 14, 2011

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



Dated:  October 14, 2011

/s/ Barton S. Aronson____________
Name: Barton S. Aronson, Authorized Signatory for Thomas Patrick
 
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 17 OF 20


Dated:  October 14, 2011

Lake Union Capital Fund, LP
By: Lake Union Capital Management, LLC

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

Dated:  October 14, 2011

Lake Union Capital Management, LLC


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

Dated:  October 14, 2011

/s/ Michael Self_____________
Name: Michael Self


Dated:  October 14, 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:  October 14, 2011

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

Dated:  October 14, 2011
 
/s/ Alexander B. Washburn           
Name: Alexander B. Washburn
 
 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 18 OF 20

Dated:  October 14, 2011
 
/s/ Daniel R. Baty                             
 
Name:
Daniel R. Baty

Dated:  October 14, 2011
 
/s/ Stanley L. Baty                           
 
Name:
Stanley L. Baty

Dated:  October 14, 2011
 
/s/ Brandon D. Baty                        
 
Name:
Brandon D. Baty

 
 

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 19 OF 20

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.
8/19/2011
BUY
16,500
49,500
6.02
Lake Union Capital Fund, L.P.
8/22/2011
BUY
1600
4,800
6.05
Lake Union Capital Fund, L.P.
8/23/2011
BUY
2100
6,300
5.98
Lake Union Capital Fund, L.P.
8/24/2011
BUY
1000
3,000
5.90
Lake Union Capital Fund, L.P.
8/25/2011
BUY
900
2,700
6.01
Lake Union Capital Fund, L.P.
8/26/2011
BUY
500
1,500
5.88
Lake Union Capital Fund, L.P.
8/29/2011
BUY
1,600
4,800
5.98
Lake Union Capital Fund, L.P.
8/30/2011
BUY
600
1,800
6.00
Lake Union Capital Fund, L.P.
9/1/2011
BUY
1,100
3,300
6.08
Lake Union Capital Fund, L.P.
9/2/2011
BUY
500
1,500
5.97
Lake Union Capital Fund, L.P.
9/6/2011
BUY
600
1,800
5.88
Lake Union Capital Fund, L.P.
9/7/2011
BUY
1,700
5,100
5.96
Lake Union Capital Fund, L.P.
9/8/2011
BUY
5,300
15,900
5.76
Lake Union Capital Fund, L.P.
9/9/2011
BUY
1,800
5,400
5.83
Lake Union Capital Fund, L.P.
9/12/2011
BUY
2,500
7,500
5.94
Lake Union Capital Fund, L.P.
9/13/2011
BUY
2,500
7,500
5.93
Lake Union Capital Fund, L.P.
9/14/2011
BUY
1,700
5,100
5.96
Lake Union Capital Fund, L.P.
9/15/2011
BUY
1,000
3,000
5.91
Lake Union Capital Fund, L.P.
9/19/2011
BUY
2,200
6,600
5.74
Lake Union Capital Fund, L.P.
9/20/2011
BUY
500
1,500
5.84
Lake Union Capital Fund, L.P.
9/21/2011
BUY
600
1,800
5.85
Lake Union Capital Fund, L.P.
9/22/2011
BUY
3,700
11,100
5.82
Lake Union Capital Fund, L.P.
9/23/2011
BUY
700
2,100
5.76
Lake Union Capital Fund, L.P.
9/26/2011
BUY
300
900
5.85
Lake Union Capital Fund, L.P.
9/27/2011
BUY
1,200
3,600
5.82
Lake Union Capital Fund, L.P.
9/28/2011
BUY
1,100
3,300
5.84
Lake Union Capital Fund, L.P.
9/29/2011
BUY
800
2,400
5.78
Lake Union Capital Fund, L.P.
9/30/2011
BUY
2,000
6,000
5.85
Lake Union Capital Fund, L.P.
10/3/2011
BUY
3,200
9,600
5.78
Lake Union Capital Fund, L.P.
10/4/2011
BUY
200
600
5.74
Lake Union Capital Fund, L.P.
10/5/2011
BUY
300
900
5.72
Lake Union Capital Fund, L.P.
10/6/2011
BUY
200
600
5.83
Lake Union Capital Fund, L.P.
10/7/2011
BUY
1,600
4,800
5.78
Lake Union Capital Fund, L.P.
10/10/2011
BUY
200
600
5.79


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

 
CUSIP No.  16945L107
SCHEDULE 13D
PAGE 20 OF 20


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.
8/29/2011
BUY
4,300
12,900
5.97
Columbia Pacific Opportunity Fund, L.P.
8/30/2011
BUY
200
600
5.95
Columbia Pacific Opportunity Fund, L.P.
8/31/2011
BUY
2,300
6,900
5.99
Columbia Pacific Opportunity Fund, L.P.
9/1/2011
BUY
1,200
3,600
6.01
Columbia Pacific Opportunity Fund, L.P.
9/2/2011
BUY
400
1,200
5.99
Columbia Pacific Opportunity Fund, L.P.
9/6/2011
BUY
3,800
11,400
5.92
Columbia Pacific Opportunity Fund, L.P.
9/7/2011
BUY
5,600
16,800
5.93
Columbia Pacific Opportunity Fund, L.P.
9/8/2011
BUY
20,553
61,659
5.77
Columbia Pacific Opportunity Fund, L.P.
9/9/2011
BUY
1,900
5,700
5.71
Columbia Pacific Opportunity Fund, L.P.
9/12/2011
BUY
1,000
3,000
5.91
Columbia Pacific Opportunity Fund, L.P.
9/13/2011
BUY
1,200
3,600
5.95
Columbia Pacific Opportunity Fund, L.P.
9/14/2011
BUY
1,900
5,700
5.94
Columbia Pacific Opportunity Fund, L.P.
9/15/2011
BUY
4,407
13,221
5.86
Columbia Pacific Opportunity Fund, L.P.
9/16/2011
BUY
3,649
10,947
5.89
Columbia Pacific Opportunity Fund, L.P.
9/19/2011
BUY
8,869
26,607
5.77
Columbia Pacific Opportunity Fund, L.P.
9/20/2011
BUY
12,000
36,000
5.86
Columbia Pacific Opportunity Fund, L.P.
9/21/2011
BUY
2,900
8,700
5.81
Columbia Pacific Opportunity Fund, L.P.
9/22/2011
BUY
1,500
4,500
5.74
Columbia Pacific Opportunity Fund, L.P.
9/23/2011
BUY
2,300
6,900
5.76
Columbia Pacific Opportunity Fund, L.P.
9/26/2011
BUY
4,767
14,301
5.85
Columbia Pacific Opportunity Fund, L.P.
9/27/2011
BUY
2,200
6,600
5.89
Columbia Pacific Opportunity Fund, L.P.
9/28/2011
BUY
300
900
5.85
Columbia Pacific Opportunity Fund, L.P.
9/29/2011
BUY
2,674
8,022
5.77
Columbia Pacific Opportunity Fund, L.P.
9/30/2011
BUY
2,000
6,000
5.82
Columbia Pacific Opportunity Fund, L.P.
10/3/2011
BUY
300
900
5.80
Columbia Pacific Opportunity Fund, L.P.
10/4/2011
BUY
6,700
20,100
5.66
Columbia Pacific Opportunity Fund, L.P.
10/5/2011
BUY
1,734
5,202
5.79
Columbia Pacific Opportunity Fund, L.P.
10/6/2011
BUY
2,754
8,262
5.77
Columbia Pacific Opportunity Fund, L.P.
10/7/2011
BUY
7,100
21,300
5.76
Columbia Pacific Opportunity Fund, L.P.
10/10/2011
BUY
2,800
8,400
5.78
Columbia Pacific Opportunity Fund, L.P.
10/11/2011
BUY
300
900
5.70
Columbia Pacific Opportunity Fund, L.P. 
10/12/2011
BUY 3,100 9,300 5.69
Columbia Pacific Opportunity Fund, L.P.
10/13/2011
BUY
3,000 9,000 5.69

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