ChinaEDU Corporation
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(Name of Issuer)
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Ordinary Shares, par value $0.01 per share in the form of American Depositary Shares
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(Title of Class of Securities)
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16945L107
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(CUSIP Number)
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Michael Self
c/o Lake Union Capital Management, LLC
601 Union Street, Suite 4616
Seattle, WA 98101
(206) 838-3277
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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January 8, 2012
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(Date of Event Which Requires Filing of this Statement)
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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 of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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* 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.
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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 (however, see the Notes).
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CUSIP No.
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16945L107
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Lake Union Capital Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC and/or AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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2,830,446
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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2,830,446
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,830,446
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.31%
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14.
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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16945L107
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Lake Union Capital Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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2,923,413
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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2,923,413
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,923,413
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.49%
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14.
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TYPE OF REPORTING PERSON
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IA
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CUSIP No.
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16945L107
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Michael Self
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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2,923,413
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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2,923,413
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,923,413
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.49%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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CUSIP No.
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16945L107
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Item 1.
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Security and Issuer.
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This Amendment No. 9 (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, May 7, 2012, July 9, 2012 and August 17, 2012, by the New Vernon Aegir Master Fund Ltd., New Vernon Investment Management LLC., New Vernon Partners LLC., Trent Stedman, Thomas Patrick (the "Aegir Parties"), Lake Union Capital Fund, LP, Lake Union Capital TE Fund, LP, Michael Self, Lake Union Capital Management, LLC (the "Lake Union Parties"), and the Columbia Pacific Opportunity Fund, L.P., Columbia Pacific Advisors LLC., Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty, Brandon D. Baty (the "Columbia Pacific Parties") and the amendment filed by the Lake Union Parties alone on December 18, 2012 relating to ordinary shares in the form of American Depositary Shares ("ADSs") issued by ChinaEDU Corporation (the "Issuer" or the "Company") (collectively, the "Schedule 13D"), 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.
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.
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Item 2.
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Identity and Background.
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(a)
(b)
(c)
and
(f)
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This statement is being filed by the following persons: Lake Union Capital Fund, LP, a Delaware limited partnership (the "Partnership"), Lake Union Capital Management, LLC, a Delaware limited liability company (the "Investment Manager") and Michael Self, a citizen of the United States.
The Partnership, the Investment Manager and Michael Self are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons."
The Partnership is principally engaged in the business of investing in securities. The business address and principal executive offices of the Partnership are located at 601 Union Street, Suite 4616, Seattle, WA 98101.
The Investment Manager is principally engaged in the business of providing investment management services. The business address and principal executive offices of the Investment Manager are located at 601 Union Street, Suite 4616, Seattle, WA 98101.
Michael Self is the managing member of the Investment Manager and his business address is 601 Union Street, Suite 4616, Seattle, WA 98101.
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(d),
(e)
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None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 violations with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds used for the acquisitions of the ADSs by the Reporting Persons came from the working capital of the Reporting Persons. The transaction prices for the ADSs purchased and sold by the Reporting Persons since their last amendment to the Schedule 13D are disclosed in Exhibit B attached hereto. No borrowed funds were used to purchase the ADSs, other than any borrowed funds used for working capital purposes in the ordinary course of business.
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Item 4.
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Purpose of Transaction.
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On January 10, 2013 (the "Execution Date"), ChinaEDU Corporation (the "Company") entered into a stock purchase agreement (the "Purchase Agreement") dated as of January 8, 2013, with Lake Union Capital Fund, LP (the "Partnership").
Pursuant to the Purchase Agreement, the Company (i) purchased from the Partnership, on the Execution Date, 26,825 ADSs of the Company (representing 80,475 Ordinary Shares), and (ii) agreed to purchase from the Partnership 773,175 ADSs (representing 2,319,525 Ordinary Shares) on or prior to February 28, 2013 (the "Second Closing"), in each case for a price of $5.60 per ADS.
Consummation of the Second Closing is subject to certain closing conditions, including the Company's obtaining the funds necessary to consummate the purchase of the ADSs at the Second Closing, as well as other customary closing conditions. The Purchase Agreement contains customary representations, warranties and covenants.
The Purchase Agreement provides for certain termination rights of the parties, including, but not limited to (i) a right by any party, subject to certain exceptions, to terminate the Purchase Agreement if the Second Closing does not occur on or before February 28, 2013, and (ii) a right of the Partnership to terminate the Purchase Agreement if an offer is made prior to the Second Closing to purchase a majority of the outstanding shares of the Company (whether by way of acquisition of Ordinary Shares, ADSs, or otherwise) at a price per ADS of $6.00 or greater.
A copy of the Purchase Agreement is filed as Exhibit C to this Amendment No. 9 and is incorporated by reference herein. The above description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Agreement.
The Lake Union Parties acquired their interests in the Company between April 7, 2008 and January 15, 2013, and presently hold approximately 5.49% 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 Aegir Parties, Lake Union Parties and the Columbia Pacific Parties formed The ChinaEDU Value Realization Committee (the "Committee") which may be deemed to be a group under Section 13(d)(3) of the Securities Exchange Act of 1934. The Committee currently beneficially owns approximately 32.48% of the Company's outstanding Ordinary Shares in the Form of ADSs.
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Item 5.
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Interest in Securities of the Issuer.
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The Reporting Persons, as part of the Committee described in item 4, may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Collectively, the group may be deemed to have voting control over a combined 5,767,815 ADSs (representing 17,303,445 Ordinary Shares) of the Issuer.
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(a)
And
(b)
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As of the date hereof, the Partnership may be deemed to be the beneficial owner of and has shared voting and dispositive power of 943,482 ADS (representing 2,830,446 Ordinary Shares) constituting 5.31% of the Ordinary Shares of the Issuer.
As of the date hereof, the Investment Manager has shared voting and dispositive power with respect to 974,471 ADSs (representing 2,923,413 Ordinary Shares) owned beneficially by private investment vehicles, including the Partnership, for which the Investment Manager serves as investment manager (the "Funds"), representing approximately 5.49% of the Issuer's outstanding Ordinary Shares.
As of the date hereof, Michael Self, in his capacity as a Managing Member of the Investment Manager, has shared voting and dispositive power with respect to 974,471 ADSs (representing 2,923,413 Ordinary Shares) owned beneficially by the Funds, representing approximately 5.49% of the Issuer's outstanding Ordinary Shares.
Calculations of the beneficial ownership percentages in this Amendment No. 9 are based on 53,269,267 outstanding Ordinary Shares, which number was obtained by subtracting the aggregate amount of underlying Ordinary Shares purchased by the Company from the Reporting Persons and from certain other shareholders of the Company on the Execution Date (535,713) from the amount of Ordinary Shares that were outstanding as of December 31, 2011 (53,804,980) (as set forth on the Issuer's Form 20-F filed April 27, 2012 with the Securities and Exchange Commission).
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(c)
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The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect To Securities of the Issuer.
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The information in Items 1, 4 and 5 is incorporated herein by reference.
On January 16, 2013, the Reporting Persons entered into a Joint Filing Agreement relating to the filing of this Schedule 13D/A, a copy of which is annexed hereto as Exhibit A.
Other than as described in Items 1, 4 and 5 and Exhibit A 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.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Statement
Exhibit B: Transactions by the Reporting Persons during the past 60 days
Exhibit C: Purchase Agreement
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LAKE UNION CAPITAL FUND, LP
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By: Lake Union Capital Management, LLC
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General Partner
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By: /s/ Michael Self
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Michael Self
Managing Member
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LAKE UNION CAPITAL MANAGEMENT, LLC
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By: /s/ Michael Self
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Michael Self
Managing Member
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MICHAEL SELF
/s/ Michael Self
Michael Self
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LAKE UNION CAPITAL FUND, LP
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By: Lake Union Capital Management, LLC
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General Partner
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By: /s/ Michael Self
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Michael Self
Managing Member
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LAKE UNION CAPITAL MANAGEMENT, LLC
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By: /s/ Michael Self
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Michael Self
Managing Member
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MICHAEL SELF
/s/ Michael Self
Michael Self
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Entity
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Date of
Transaction
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Number of ADSs
Purchased/(Sold)1
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Number of Ordinary Shares Purchased/(Sold)
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Price per ADS
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Lake Union Capital Fund, LP
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11/8/2012
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100
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300
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5.98
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Lake Union Capital Fund, LP
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11/12/2012
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100
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300
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6.00
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Lake Union Capital Fund, LP
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11/13/2012
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100
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300
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5.85
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Lake Union Capital Fund, LP
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11/14/2012
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100
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300
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5.83
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Lake Union Capital Fund, LP
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11/15/2012
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4,500
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13,500
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5.49
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Lake Union Capital TE Fund, LP
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11/15/2012
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15,000
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45,000
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5.43
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Lake Union Capital Fund, LP
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11/21/2012
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300
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900
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5.84
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Lake Union Capital Fund, LP
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11/23/2012
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100
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300
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5.90
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Lake Union Capital Fund, LP
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11/26/2012
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1,000
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3,000
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5.85
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Lake Union Capital Fund, LP
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11/27/2012
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100
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300
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5.85
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Lake Union Capital Fund, LP
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11/28/2012
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400
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1,200
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5.88
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Lake Union Capital Fund, LP
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11/30/2012
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3,300
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9,900
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5.82
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Lake Union Capital Fund, LP
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12/3/2012
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300
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900
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5.89
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Lake Union Capital Fund, LP
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12/14/2012
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200
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600
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5.89
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Lake Union Capital Fund, LP
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1/8/2013
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(26,825)
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(80,475)
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5.60
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Lake Union Capital TE Fund, LP
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1/10/2013
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5,949
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17,847
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5.58
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Lake Union Capital TE Fund, LP
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1/11/2013
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100
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300
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5.55
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Lake Union Capital TE Fund, LP
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1/14/2013
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5,500
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16,500
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5.55
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Lake Union Capital TE Fund, LP
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1/15/2013
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4,440
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13,320
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5.51
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/s/ Michael Self
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Name:
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Michael Self
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Title:
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Managing.Member of the General Partner
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/s/ Shawn Ding
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Name:
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Shawn Ding
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Title:
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Chief Executive Officer
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