0001144204-12-038716.txt : 20120709 0001144204-12-038716.hdr.sgml : 20120709 20120709164343 ACCESSION NUMBER: 0001144204-12-038716 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120709 DATE AS OF CHANGE: 20120709 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: NEW VERNON AEGIR MASTER FUND LTD. 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: 12953717 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 v318064_sc13da.htm AMENDED SCHEDULE 13D

 

 

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

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)

 

June 29, 2012

(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.

(Page 1 of 19)
 

CUSIP No. 16945L107 SCHEDULE 13D Page 2 of 19

 

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

  2,841,921
8

SHARED VOTING POWER

  0

9 SOLE DISPOSITIVE POWER

  2,841,921
10 SHARED DISPOSITIVE POWER

  0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,841,9211

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%

14

 

TYPE OF REPORTING PERSON

PN

 

1 As of July 6, 2012, the Reporting Person beneficially owns 947,307 American Depositary Shares, representing 2,841,921 underlying Ordinary Shares.

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 3 of 19

 

 

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

  2,841,921
8

SHARED VOTING POWER

  0

9 SOLE DISPOSITIVE POWER

   2,841,921
10 SHARED DISPOSITIVE POWER

   0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,841,9212

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%

14

 

TYPE OF REPORTING PERSON

IA

 

2 As of July 6, 2012, the Reporting Person beneficially owns 947,307 American Depositary Shares, representing 2,841,921 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 4 of 19

 

 

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

    2,841,921
8

SHARED VOTING POWER

    0

9 SOLE DISPOSITIVE POWER

   2,841,921
10 SHARED DISPOSITIVE POWER

    0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,841,9213

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%

14

 

TYPE OF REPORTING PERSON

IN

 

3 As of July 6, 2012, the Reporting Person beneficially owns 2,841,921 American Depositary Shares, representing 947,307 underlying Ordinary Shares.

 

 
 

CUSIP No. 16945L107 SCHEDULE 13D Page 5 of 19

 

 

 

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

    8,938,779
8

SHARED VOTING POWER

     0

9 SOLE DISPOSITIVE POWER

     8,938,779
10 SHARED DISPOSITIVE POWER

  0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,938,7794

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%

14

 

TYPE OF REPORTING PERSON

PN

 

4 As of July 6, 2012, the Reporting Person beneficially owns 2,979,593 American Depositary Shares, representing 8,938,779 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 6 of 19

 

 

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

    8,938,779
8

SHARED VOTING POWER

   0

9 SOLE DISPOSITIVE POWER

   8,938,779
10 SHARED DISPOSITIVE POWER

  0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,938,7795

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%

14

 

TYPE OF REPORTING PERSON

IA

 

5 As of July 6, 2012, the Reporting Person beneficially owns 2,979,593 American Depositary Shares, representing 8,938,779 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 7 of 19

 

 

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

    8,938,779
8

SHARED VOTING POWER

   0

9 SOLE DISPOSITIVE POWER

   8,938,779
10 SHARED DISPOSITIVE POWER

  0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,938,7796

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%

14

 

TYPE OF REPORTING PERSON

IN

 

6 As of July 6, 2012, the Reporting Person beneficially owns 2,979,593 American Depositary Shares, representing 8,938,779 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 8 of 19

 

 

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

    8,938,779
8

SHARED VOTING POWER

   0

9 SOLE DISPOSITIVE POWER

   8,938,779
10 SHARED DISPOSITIVE POWER

   0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,938,7797

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%

14

 

TYPE OF REPORTING PERSON

IN

 

7 As of July 6, 2012, the Reporting Person beneficially owns 2,979,593 American Depositary Shares, representing 8,938,779 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 9 of 19

 

 

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

    8,938,779
8

SHARED VOTING POWER

    0

9 SOLE DISPOSITIVE POWER

     8,938,779
10 SHARED DISPOSITIVE POWER

     0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,938,7798

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%

14

 

TYPE OF REPORTING PERSON

IN

 

8 As of July 6, 2012, the Reporting Person beneficially owns 2,979,593 American Depositary Shares, representing 8,938,779 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 10 of 19

 

 

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

     8,938,779
8

SHARED VOTING POWER

     0

9 SOLE DISPOSITIVE POWER

    8,938,779
10 SHARED DISPOSITIVE POWER

    0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,938,7799

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%

14

 

TYPE OF REPORTING PERSON

IN

 

9 As of July 6, 2012, the Reporting Person beneficially owns 2,979,593 American Depositary Shares, representing 8,938,779 underlying Ordinary Shares.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 11 of 19

 

 

Note: This Amendment No. 6 (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, January 12, 2012 and May 3, 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 97,800 Ordinary Shares in the form of ADSs purchased by Lake Union Parties since May 3, 2012 were acquired by Lake Union Capital Fund, L.P. for an aggregate purchase price of approximately $188,121 and were acquired with the investment capital of Lake Union Fund, as more fully detailed in Item 5 herein.

 

Columbia Pacific Parties

 

The 575,052 Ordinary Shares in the form of ADSs purchased by the Columbia Pacific Parties since May 3, 2012 were acquired by the Columbia Pacific Parties for an aggregate purchase price of approximately $1,159,140 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 July 2, 2012, and presently hold approximately 5.3% 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 July 6, 2012, and presently hold approximately 16.6% 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 19

 

 

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 31% of the Company’s outstanding Ordinary Shares in the Form of ADSs.

 

The last paragraph of Item 4 is hereby amended and restated by the following:

 

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 (to third parties or the Company), 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.

 

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 16,657,068 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 July 6, 2012, (i) Lake Union Capital Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 2,841,921 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.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 13 of 19

 

 

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 5.3% 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.

 

(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 97,800 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.

 

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

 

Columbia Pacific Parties

 

(a)As of the close of trading on July 6, 2012, (i) Columbia Pacific Opportunity Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 8,938,779 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power.

 

 
 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 14 of 19

 

 

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 16.6% 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.

 

(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 569,157 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.

 

 
 

 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 15 of 19

 

 

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: July 9, 2012

 

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: July 9, 2012

 

New Vernon Investment Management LLC

     By: Trent Stedman

 

__/s/ Barton S. Aronson______________________

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

 

Dated: July 9, 2012

 

New Vernon Partners LLC

     By: Trent Stedman

 

__/s/ Barton S. Aronson______________________

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

 

Dated: July 9, 2012

 

__/s/ Barton S. Aronson______________________

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

 

Dated: July 9, 2012

 

__/s/ Barton S. Aronson______________________

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

 

 
 

 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 16 of 19

 

 

Dated: July 9, 2012

 

Lake Union Capital Fund, LP

     By: Lake Union Capital Management, LLC

 

__/s/ Michael Self__________________

Name: Michael Self

 Title: General Partner

 

Dated: July 9, 2012

 

Lake Union Capital Management, LLC

 

 

__/s/ Michael Self__________________

Name: Michael Self

Title: Managing Member

 

 

Dated: July 9, 2012

 

__/s/ Michael Self__________________

Name: Michael Self

 

 

Dated: July 9, 2012

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: July 9, 2012

 

Columbia Pacific Advisors, LLC

 

___/s/ Alexander B. Washburn___________

Name: Alexander B. Washburn

Title: Managing Member of Columbia Pacific Advisors, LLC

 

Dated: July 9, 2012

 

___/s/ Alexander B. Washburn___________

Name: Alexander B. Washburn

 

 
 

 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 17 of 19

 

 

Dated: July 9, 2012

 

____/s/ Daniel R. Baty__________

Name: Daniel R. Baty

 

Dated: July 9, 2012

 

____/s/ Stanley L. Baty__________

Name: Stanley L. Baty

 

Dated: July 9, 2012

 

____/s/ Brandon D. Baty__________

Name: Brandon D. Baty

 

 
 

 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 18 of 19

 

 

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. 5/8/2012 BUY 300 900 6.97
Lake Union Capital Fund, L.P. 5/9/2012 BUY 100 300 6.99
Lake Union Capital Fund, L.P. 5/11/2012 BUY 300 900 6.92
Lake Union Capital Fund, L.P. 5/17/2012 BUY 200 600 6.89
Lake Union Capital Fund, L.P. 5/21/2012 BUY 100 300 6.90
Lake Union Capital Fund, L.P. 5/23/2012 BUY 100 300 6.74
Lake Union Capital Fund, L.P. 5/24/2012 BUY 100 300 6.83
Lake Union Capital Fund, L.P. 5/29/2012 BUY 200 600 6.94
Lake Union Capital Fund, L.P. 6/6/2012 BUY 200 600 6.85
Lake Union Capital Fund, L.P. 6/8/2012 BUY 100 300 6.73
Lake Union Capital Fund, L.P. 6/11/2012 BUY 500 1,500 6.75
Lake Union Capital Fund, L.P. 6/13/2012 BUY 100 300 6.89
Lake Union Capital Fund, L.P. 6/15/2012 BUY 1,500 4,500 6.24
Lake Union Capital Fund, L.P. 6/18/2012 BUY 1,000 3,000 5.93
Lake Union Capital Fund, L.P. 6/19/2012 BUY 1,000 3,000 5.88
Lake Union Capital Fund, L.P. 6/20/2012 BUY 4,000 12,000 5.74
Lake Union Capital Fund, L.P. 6/21/2012 BUY 4,100 12,300 5.55
Lake Union Capital Fund, L.P. 6/22/2012 BUY 500 1,500 5.71
Lake Union Capital Fund, L.P. 6/25/2012 BUY 500 1,500 5.98
Lake Union Capital Fund, L.P. 6/26/2012 BUY 100 300 5.92
Lake Union Capital Fund, L.P. 6/27/2012 BUY 11,800 35,400 5.64
Lake Union Capital Fund, L.P. 6/28/2012 BUY 1,400 4,200 5.82
Lake Union Capital Fund, L.P. 6/29/2012 BUY 2,000 6,000 5.50
Lake Union Capital Fund, L.P. 6/29/2012 BUY 1,900 5,700 5.51
Lake Union Capital Fund, L.P. 7/2/2012 BUY 500 1,500 5.67

 

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

 

 
 

 

 

CUSIP No. 16945L107 SCHEDULE 13D Page 19 of 19

 

 

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. 05/08/2012 BUY 3,105 9,315 6.94
Columbia Pacific Opportunity Fund, L.P. 05/09/2012 BUY 900 2,700 6.98
Columbia Pacific Opportunity Fund, L.P. 05/10/2012 BUY 2,800 8,400 6.90
Columbia Pacific Opportunity Fund, L.P. 05/11/2012 BUY 2,551 7,653 6.89
Columbia Pacific Opportunity Fund, L.P. 05/14/2012 BUY 3,700 11,100 6.86
Columbia Pacific Opportunity Fund, L.P. 05/15/2012 BUY 500 1,500 6.87
Columbia Pacific Opportunity Fund, L.P. 05/16/2012 BUY 1,100 3,300 6.88
Columbia Pacific Opportunity Fund, L.P. 05/17/2012 BUY 1,300 3,900 6.77
Columbia Pacific Opportunity Fund, L.P. 05/18/2012 BUY 12,000 36,000 6.54
Columbia Pacific Opportunity Fund, L.P. 05/22/2012 BUY 1,500 4,500 6.85
Columbia Pacific Opportunity Fund, L.P. 05/29/2012 BUY 209 627 6.94
Columbia Pacific Opportunity Fund, L.P. 05/30/2012 BUY 100 300 6.89
Columbia Pacific Opportunity Fund, L.P. 06/01/2012 BUY 200 600 6.90
Columbia Pacific Opportunity Fund, L.P. 06/04/2012 BUY 1,600 4,800 6.80
Columbia Pacific Opportunity Fund, L.P. 06/05/2012 BUY 200 600 6.77
Columbia Pacific Opportunity Fund, L.P. 06/06/2012 BUY 300 900 6.88
Columbia Pacific Opportunity Fund, L.P. 06/07/2012 BUY 300 900 6.91
Columbia Pacific Opportunity Fund, L.P. 06/08/2012 BUY 1,000 3,000 6.77
Columbia Pacific Opportunity Fund, L.P. 06/11/2012 BUY 1,900 5,700 6.77
Columbia Pacific Opportunity Fund, L.P. 06/12/2012 BUY 300 900 6.87
Columbia Pacific Opportunity Fund, L.P. 06/14/2012 BUY 13,000 39,000 6.48
Columbia Pacific Opportunity Fund, L.P. 06/15/2012 BUY 23,900 71,700 6.22
Columbia Pacific Opportunity Fund, L.P. 06/18/2012 BUY 7,200 21,600 6.00
Columbia Pacific Opportunity Fund, L.P. 06/19/2012 BUY 4,900 14,700 5.97
Columbia Pacific Opportunity Fund, L.P. 06/20/2012 BUY 12,000 36,000 5.76
Columbia Pacific Opportunity Fund, L.P. 06/21/2012 BUY 21,569 64,707 5.67
Columbia Pacific Opportunity Fund, L.P. 06/22/2012 BUY 5,300 15,900 5.76
Columbia Pacific Opportunity Fund, L.P. 06/25/2012 BUY 5,600 16,800 5.85
Columbia Pacific Opportunity Fund, L.P. 06/26/2012 BUY 900 2,700 5.98
Columbia Pacific Opportunity Fund, L.P. 06/27/2012 BUY 11,600 34,800 5.73
Columbia Pacific Opportunity Fund, L.P. 06/28/2012 BUY 5,528 16,584 5.74
Columbia Pacific Opportunity Fund, L.P. 06/29/2012 BUY 30,957 92,871 5.62
Columbia Pacific Opportunity Fund, L.P. 07/02/2012 BUY 6,000 18,000 5.72
Columbia Pacific Opportunity Fund, L.P. 07/03/2012 BUY 200 600 5.96
Columbia Pacific Opportunity Fund, L.P. 07/05/2012 BUY 500 1,500 5.94
Columbia Pacific Opportunity Fund, L.P. 07/06/2012 BUY 5,000 15,000 5.77

 

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