CHINACAST EDUCATION CORPORATION
|
(Name of Issuer)
|
Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
16946T109
|
(CUSIP Number)
|
Ned Sherwood, c/o ZS Fund L.P., 1133 Avenue of the Americas, New York, New York 10036
|
(212) 398-6200
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
March 24, 2011
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 16946T109 | SCHEDULE 13D | Page 2 of 8 Pages |
1
|
NAME OF REPORTING PERSONS
Ned L. Sherwood
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
637,836
|
8
|
SHARED VOTING POWER
2,625,488
|
|
9
|
SOLE DISPOSITIVE POWER
637,836
|
|
10
|
SHARED DISPOSITIVE POWER
2,625,488
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,263,324
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 16946T109 | SCHEDULE 13D | Page 3 of 8 Pages |
1
|
NAME OF REPORTING PERSONS
ZS EDU L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK 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
0
|
8
|
SHARED VOTING POWER
2,625,488
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,625,488
|
CUSIP No. 16946T109 | SCHEDULE 13D | Page 4 of 8 Pages |
1
|
NAME OF REPORTING PERSONS
ZS EDU GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK 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
0
|
8
|
SHARED VOTING POWER
2,625,488
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,625,488
|
Page 5 of 8 Pages |
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
|
a.
|
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
Page 6 of 8 Pages |
|
b.
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a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
|
|
c.
|
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
d.
|
any material change in the present capitalization or dividend policy of the Issuer;
|
|
e.
|
any other material change in the Issuer’s business or corporate structure;
|
|
f.
|
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person;
|
|
g.
|
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
h.
|
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or
|
|
i.
|
any action similar to those enumerated above.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Page 7 of 8 Pages |
Name of Reporting Person
|
Date
|
Number of Shares Purchased
|
Average Price per Share
|
How was the transaction effected
|
||||||
Ned Sherwood
|
March 18, 2011
|
2,708 | $ | 5.41 |
Open market
|
|||||
Ned Sherwood
|
March 18, 2011
|
1,116 | $ | 5.59 |
Open market
|
|||||
Ned Sherwood
|
March 18, 2011
|
2,786 | $ | 5.41 |
Open market
|
|||||
Ned Sherwood
|
March 18, 2011
|
1,029 | $ | 5.58 |
Open market
|
|||||
ZS EDU L.P.
|
March 18, 2011
|
491,871 | $ | 5.668 |
Open market
|
|||||
ZS EDU L.P.
|
March 21, 2011
|
670,522 | $ | 6.0874 |
Open market
|
|||||
ZS EDU L.P.
|
March 22, 2011
|
478,114 | $ | 6.1557 |
Open market
|
|||||
ZS EDU L.P.
|
March 23, 2011
|
220,420 | $ | 6.1323 |
Open market
|
|||||
ZS EDU L.P.
|
March 24, 2011
|
358,561 | $ | 6.5012 |
Open market
|
|||||
ZS EDU L.P.
|
March 25, 2011
|
198,000 | $ | 6.4981 |
Open market
|
|||||
ZS EDU L.P.
|
March 28, 2011
|
208,000 | $ | 6.5082 |
Open market
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7.
|
Materials to be Filed as Exhibits.
|
Page 8 of 8 Pages |
April 4, 2011
|
Ned Sherwood
|
By: /s/ Ned Sherwood
|
|
Name: Ned Sherwood
|
|
April 4, 2011
|
ZS EDU L.P.
|
By: /s/ Ned Sherwood
|
|
Name: Ned Sherwood
|
|
Title: Manager of the General Partner, ZS EDU GP LLC
|
|
April 4, 2011
|
ZS EDU GP LLC
|
By: /s/ Ned Sherwood
|
|
Name: Ned Sherwood
|
|
Title: Manager
|