0001144204-11-020053.txt : 20110405 0001144204-11-020053.hdr.sgml : 20110405 20110404192324 ACCESSION NUMBER: 0001144204-11-020053 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110405 DATE AS OF CHANGE: 20110404 GROUP MEMBERS: ZS EDU GP LLC GROUP MEMBERS: ZS EDU L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHERWOOD NED L CENTRAL INDEX KEY: 0000902749 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 54 MORRIS LN CITY: SCARSDALE STATE: NY ZIP: 10583 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINACAST EDUCATION CORP CENTRAL INDEX KEY: 0001261888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 200178991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79765 FILM NUMBER: 11737727 BUSINESS ADDRESS: STREET 1: 25 FL. QIANG SHENG MANSION STREET 2: NO. 145 PU JIAN ROAD, PUDONG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 211217 BUSINESS PHONE: (8621) 6864-4666 MAIL ADDRESS: STREET 1: 25 FL. QIANG SHENG MANSION STREET 2: NO. 145 PU JIAN ROAD, PUDONG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 211217 FORMER COMPANY: FORMER CONFORMED NAME: GREAT WALL ACQUISITION CORP DATE OF NAME CHANGE: 20030829 SC 13D 1 v217536_sc13d.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
 
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO §240.13d-2(a)
(Amendment No. ___)
 
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)
 
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o
 
(Continued on following pages)
 

(Page 1 of 8 Pages)
 
 
 
 
 
 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
(a)  o
(b) x
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
o
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
(a)  o
(b) x
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
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,625,488
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
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
(a)  o
(b) x
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
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,625,488
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.3%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
     Page 5 of 8 Pages
 
Item 1.
Security and Issuer.

This statement relates to the common stock, par value $0.0001 per share (the “Shares”) of ChinaCast Education Corporation, a Delaware corporation, (the “Issuer”).  The Issuer’s principal executive office is located at Suite 08, 20/F, One International Financial Centre, 1 Harbour View Street, Central, Hong Kong.
 
Item 2.
Identity and Background.
 
(a)            This Schedule 13D is filed by Ned L. Sherwood, ZS EDU L.P., and ZS EDU GP LLC. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
(b)            The principal business address of each of Mr. Sherwood, ZS EDU L.P. and ZS EDU GP LLC is c/o ZS Fund L.P., 1133 Avenue of the Americas, New York, New York 10036.
 
(c)            The principal business of Mr. Sherwood is as serving as a manager of the general partner of ZS Fund L.P., a private equity firm engaged in making long-term investments in successful middle-market companies. The principal business of ZS EDU L.P. is acquiring, holding and disposing of investments in various companies.
 
(d)            No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)            No Reporting Person has, during the last five years, been 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 violation with respect to such laws.
 
(f)            Mr. Sherwood is a citizen of the United States of America.  ZS EDU L.P. is a Delaware limited partnership. ZS EDU GP LLC is a Delaware limited liability company.
 
Item 3.
Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 3,263,324 Shares beneficially owned by the Reporting Persons is $20,524,550.  The source of the $4,366,481 used to purchase the 637,836 shares owned by Ned Sherwood was investment capital. The source of the $16,158,069 used to purchase the 2,625,488 shares owned by ZS EDU L.P. and ZS EDU GP LLC was investment capital.

Item 4. 
Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons do not have any plans or proposals which relate to or would result in:
 
 
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.
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.
 
The Reporting Persons intend to review their investment in the Issuer’s Shares on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment  strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, or changing their intention with respect to any and all matters set forth in subparagraphs (a) - (i) of this Item 4.
 
Item 5.   
Interest in Securities of the Issuer.
 
(a)            The aggregate percentage of Shares reported as owned by the Reporting Persons is based upon 49,778,952 Shares outstanding, which is the total number of Shares of the Issuer outstanding as of March 11, 2011, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2011.
 
Amount beneficially owned:
 
Ned Sherwood – 3,263,324
ZS EDU L.P. – 2,625,488
ZS EDU GP LLC – 2,625,488
 
Percent of class:
 
Ned Sherwood – 6.6%
ZS EDU L.P. – 5.3%
ZS EDU GP LLC – 5.3%
 
(b)            Number of shares as to which the person has:
 
(i)  Sole power to vote or to direct the vote
 
Ned Sherwood – 637,836
ZS EDU L.P. – 0
ZS EDU GP LLC – 0
 
 
 
 
 
     Page 7 of 8 Pages
 
 
(ii)  Shared power to vote or to direct the vote
 
Ned Sherwood – 2,625,488
ZS EDU L.P. – 2,625,488
ZS EDU GP LLC – 2,625,488
 
(iii)  Sole power to dispose or to direct the disposition of
 
Ned Sherwood – 637,836
ZS EDU L.P. – 0
ZS EDU GP LLC – 0
 
(iv)  Shared power to dispose or to direct the disposition of
 
Ned Sherwood – 2,625,488
ZS EDU L.P. – 2,625,488
ZS EDU GP LLC – 2,625,488
 
(c)            The transaction dates, number of Shares purchased, the average price per share and a description of where the transactions were effected for all transactions by the Reporting Persons, within the last 60 days are set forth below:

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
 
(d)            No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)            Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
None.
 
 
Item 7.
Materials to be Filed as Exhibits.
 
None.
 
 
 
 
 
     Page 8 of 8 Pages
 
SIGNATURES
 
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.


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