ChinaEdu Corporation
|
(Name of Issuer)
|
Ordinary shares, par value US$0.01
|
(Title of Class of Securities)
|
16945L107(**)
|
(CUSIP Number)
|
David Stafford
McGraw-Hill Global Education Intermediate Holdings, LLC
2 Pennsylvania Plaza #6, New York, NY 10121
(212) 904-2000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
September 13, 2013
|
(Date of Event Which Requires Filing of This Statement)
|
CUSIP No. 16945L107
|
Page 2 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
McGraw-Hill Global Education Intermediate Holdings, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
The Reporting Person beneficially owns 1,311,709 of the Issuer’s American Depositary Shares (“ADS”), representing 3,935,127 underlying Ordinary Shares, and 2 Ordinary Shares.
|
2
|
The calculation is based on 29,540,702 Ordinary Shares, including the Ordinary Shares not outstanding that are subject to options and units but deemed to be outstanding for the purpose of computing the percentage of the Ordinary Shares beneficially owned by the Reporting Person, and the Ordinary Shares of the Issuer outstanding as of August 16, 2013 based on the information provided in the Amendment to the Schedule 13D filed by Julia Huang, the executive chairman of the board of directors of the Issuer, and South Lead Technology Limited, and the Amendment to the Schedule 13D filed by Shawn Ding, the Chief Executive Officer and a director of the Issuer, and Moral Known Industrial Limited (collectively, the “Management Amendments”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 20, 2013. According to the Management Amendments, the numbers used for purposes of this calculation are contained in the Issuer’s current books and records.
|
CUSIP No. 16945L107
|
Page 3 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
MHE US Holdings, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 4 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
MHE Acquisition, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 5 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Georgia Holdings, Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 16945L107
|
Page 6 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Co-Investors (MHE), L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
1,574,053 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
1,574,053 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,574,053 shares of Ordinary Shares3
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
3
|
The Reporting Person beneficially owns 524,684 of the Issuer’s ADSs, representing 1,574,052 underlying Ordinary Shares, and 1 Ordinary Share.
|
CUSIP No. 16945L107
|
Page 7 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management (MHE), LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
1,574,053 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
1,574,053 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,574,053 shares of Ordinary Shares3
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 8 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
AP Georgia Holdings, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
2,361,076 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
2,361,076 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,361,076 shares of Ordinary Shares4
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
4
|
The Reporting Person beneficially owns 787,025 of the Issuer’s ADSs, representing 2,361,075 underlying Ordinary Shares, and 1 Ordinary Share.
|
CUSIP No. 16945L107
|
Page 9 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
AP Georgia Holdings GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
2,361,076 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
2,361,076 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,361,076 shares of Ordinary Shares4
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 10 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management VII, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 16945L107
|
Page 11 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
AIF VII Management, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 12 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 16945L107
|
Page 13 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 14 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management Holdings, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 16945L107
|
Page 15 of 22 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management Holdings GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
3,935,129 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
3,935,129 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,935,129 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
|
·
|
Amendment No. 1 incorrectly reported the purchase of 185,931 Ordinary Shares by MGHE Intermediate. The purchase should have been reported as 185,931 ADSs, representing 557,793 Ordinary Shares. As a result, Amendment No. 1 also incorrectly reported the aggregate amount beneficially owned, shared voting power, shared dispositive power and the percent of class represented by amount in row (11) by each of the Reporting Persons. The corrections are reported in the above disclosures.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit 1:
|
Joint Filing Agreement dated as of September 17, 2013, by and among the Reporting Persons.
|
MCGRAW-HILL GLOBAL EDUCATION
INTERMEDIATE HOLDINGS, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
MHE US HOLDINGS, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
MHE ACQUISITION, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
GEORGIA HOLDINGS, INC.
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
APOLLO CO-INVESTORS (MHE), L.P.
|
|||||||
By: | Apollo Management (MHE), LLC
its investment manager
|
||||||
By: | Apollo Management VII, L.P.
its member-manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT (MHE), LLC
|
|||||||
By: | Apollo Management VII, L.P.
its member-manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AP GEORGIA HOLDINGS, L.P.
|
|||||||
By: | AP Georgia Holdings GP, LLC
its general partner
|
||||||
By: | Apollo Management VII, L.P.
its manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AP GEORGIA HOLDINGS GP, LLC
|
|||||||
By: |
Apollo Management VII, L.P.
its manager
|
||||||
By: |
AIF VII Management, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT VII, L.P.
|
|||||||
By: |
AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AIF VII MANAGEMENT, LLC
|
|||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT, L.P.
|
|||||||
By: | Apollo Management GP, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT GP, LLC
|
|||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT HOLDINGS, L.P.
|
|||||||
By: | Apollo Management Holdings GP, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT HOLDINGS GP, LLC
|
|||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
Transaction Type
|
Date
|
# of ADSs (ordinary shares)
|
Price Per ADS
|
Purchase
|
9/3/13
|
5,039
(15,117)
|
$6.73
|
Purchase
|
9/5/13
|
3,599
(10,797)
|
$6.72
|
Purchase
|
9/6/13
|
1,000
(3,000)
|
$6.70
|
Purchase
|
9/9/13
|
1,280
(3,840)
|
$6.75
|
Purchase
|
9/10/13
|
16,793
(50,379)
|
$6.75
|
Purchase
|
9/11/13
|
3,720
(11,160)
|
$6.97
|
Purchase
|
9/12/13
|
154,500
(463,500)
|
$7.17
|
MCGRAW-HILL GLOBAL EDUCATION
INTERMEDIATE HOLDINGS, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
MHE US HOLDINGS, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
MHE ACQUISITION, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
GEORGIA HOLDINGS, INC.
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
APOLLO CO-INVESTORS (MHE), L.P.
|
|||||||
By: | Apollo Management (MHE), LLC
its investment manager
|
||||||
By: | Apollo Management VII, L.P.
its member-manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT (MHE), LLC
|
|||||||
By: | Apollo Management VII, L.P.
its member-manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AP GEORGIA HOLDINGS, L.P.
|
|||||||
By: | AP Georgia Holdings GP, LLC
its general partner
|
||||||
By: | Apollo Management VII, L.P.
its manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AP GEORGIA HOLDINGS GP, LLC
|
|||||||
By: |
Apollo Management VII, L.P.
its manager
|
||||||
By: |
AIF VII Management, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT VII, L.P.
|
|||||||
By: |
AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AIF VII MANAGEMENT, LLC
|
|||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT, L.P.
|
|||||||
By: | Apollo Management GP, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT GP, LLC
|
|||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|
||||||
APOLLO MANAGEMENT HOLDINGS, L.P.
|
|||||||
By: |
Apollo Management Holdings GP, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT HOLDINGS GP, LLC
|
|||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||