0001104659-26-059790.txt : 20260513 0001104659-26-059790.hdr.sgml : 20260513 20260513073051 ACCESSION NUMBER: 0001104659-26-059790 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260506 FILED AS OF DATE: 20260513 DATE AS OF CHANGE: 20260513 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Huang Jack Jiajia CENTRAL INDEX KEY: 0002029760 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37790 FILM NUMBER: 26970941 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: ROOM 2010 - 2011, 20/F, TOWER 1 STREET 2: TIMES SQUARE CITY: CAUSEWAY BAY PROVINCE COUNTRY: K3 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 51Talk Online Education Group CENTRAL INDEX KEY: 0001659494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] ORGANIZATION NAME: 07 Trade & Services EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: 6 SHENTON WAY, #38-07 OUE DOWNTOWN CITY: SINGAPORE PROVINCE COUNTRY: U0 ZIP: 068809 BUSINESS PHONE: 65 69912347 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: 6 SHENTON WAY, #38-07 OUE DOWNTOWN CITY: SINGAPORE PROVINCE COUNTRY: U0 ZIP: 068809 FORMER COMPANY: FORMER CONFORMED NAME: China Online Education Group DATE OF NAME CHANGE: 20151127 4 1 tm2614482-1_4seq1.xml OWNERSHIP DOCUMENT X0609 4 2026-05-06 0 0001659494 51Talk Online Education Group COE 0002029760 Huang Jack Jiajia true ROOM 2010 - 2011, 20/F, TOWER 1 TIMES SQUARE SINGAPORE U0 U0 068809 SINGAPORE 1 1 1 0 Chief Executive Officer 1 Class A Ordinary Share, par value US$0.0001 2026-05-06 4 P 0 22140 27.16 A 26131740 I By HH Talent Limited Class A Ordinary Share, par value US$0.0001 2026-05-07 4 P 0 24180 25.01 A 26155920 I By HH Talent Limited Class A Ordinary Share, par value US$0.0001 2026-05-08 4 P 0 73080 23.49 A 26229000 I By HH Talent Limited Class A Ordinary Share, par value US$0.0001 7297560 D Class A Ordinary Share, par value US$0.0001 432900 I By Spouse Class A Ordinary Share, par value US$0.0001 41838800 I By Dasheng Global Limited The Class A ordinary shares are held in the form of American depositary shares ("ADS"). Each ADS represents sixty Class A ordinary shares. These transactions were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 25, 2025. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $26.00 to $28.18 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined below). HH Talent Limited is a British Virgin Islands company. The reporting person is the sole director of HH Talent Limited. HH Talent Limited is wholly beneficially owned by HH Talent Holdings Limited, which is in turn wholly owned by HH Talent Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of HH Talent Holdings Limited. The settlor of HH Talent Trust is the reporting person. The reporting person is deemed to be the beneficial owner of the shares directly held by HH Talent Limited. The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $24.52 to $25.50 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above). The price reported in Column 4 is a weighted average price of ADS. The reporting person executed a trade order through a broker-dealer which resulted in multiple same-day, same-way open market purchases, with prices ranging from $21.94 to $24.73 per ADS. The reporting person has reported these purchases on an aggregate basis using the weighted average price, rounded to the nearest cent, for the transactions. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by HH Talent Limited (as defined above). The reporting person disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest, if any, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by his spouse for purposes of Section 16 or for any other purpose. Each of Dasheng Global Limited and Dasheng Online Limited is a British Virgin Islands company. The reporting person is the sole director of Dasheng Global Limited, and Ms. Ting Shu, who is the spouse of the reporting person, is the sole director of Dasheng Online Limited. Each of Dasheng Global Limited and Dasheng Online Limited is wholly beneficially owned by Dasheng International Holdings Limited, which is in turn wholly owned by TB Family Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of Dasheng International Holdings Limited. The settlors of TB Family Trust are reporting person and Ms. Ting Shu. The reporting person, Ms. Ting Shu and their family members are deemed to be beneficial owners of the shares directly held by Dasheng Global Limited and Dasheng Online Limited. /s/ Jack Jiajia Huang 2026-05-13