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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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.

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¹ As of May 3, 2012, the Reporting Person beneficially owns 914,707 American Depositary Shares, representing 2,744,121 underlying Ordinary Shares.

² As of May 3, 2012, the Reporting Person beneficially owns 914,707 American Depositary Shares, representing 2,744,121 underlying Ordinary Shares.

³ As of May 3, 2012, the Reporting Person beneficially owns 914,707 American Depositary Shares, representing 2,744,121 underlying Ordinary Shares.

⁴ As of May 3, 2012, the Reporting Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.

⁵ As of May 3, 2012, the Reporting Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.

⁶ As of May 3, 2012, the Reporting Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.

⁷ As of May 3, 2012, the Reporting Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.

⁸ As of May 3, 2012, the Reporting Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.

⁹ As of May 3, 2012, the Reporting Person beneficially owns 2,787,909 American Depositary Shares, representing 8,363,727 underlying Ordinary Shares.

Note: This Amendment No. 5 (the “Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2011, as amended on October 14, 2011, December 12, 2011, December 15, 2011 and January 12, 2012 (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 105,000 Ordinary Shares in the form of ADSs purchased by Lake Union Parties since January 11, 2012 were acquired by Lake Union Capital Fund, L.P. for an aggregate purchase price of approximately $234,455 and were acquired with the investment capital of Lake Union Fund, as more fully detailed in Item 5 herein.

Columbia Pacific Parties

The 453,438 Ordinary Shares in the form of ADSs purchased by the Columbia Pacific Parties since January 11, 2012 were acquired by the Columbia Pacific Parties for an aggregate purchase price of approximately $1,026,604 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 May 2, 2012, and presently hold approximately 5.1% 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 May 3, 2012, and presently hold approximately 15.5% 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 29.7% of the Company’s outstanding Ordinary Shares in the Form of ADSs.

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 15,984,216 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

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 5.1% 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 53,804,980 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2011 (as set forth on the Issuer’s Form 20-F filed April 27, 2012 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.

Other than the acquisition of the 55,500 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.

The information under the heading “Columbia Pacific Parties” in Item 5 is hereby amended and restated by the following:

Columbia Pacific Parties

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 Advisors, 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 15.5% 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 53,804,980 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2011 (as set forth on the Issuer’s Form 20-F filed April 27, 2012 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.

Other than the acquisition of the 332,856 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.

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.

SCHEDULE B

TRANSACTIONS BY THE LAKE UNION PARTIES

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

SCHEDULE C

TRANSACTIONS BY THE COLUMBIA PACIFIC PARTIES

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