0001172661-12-000224.txt : 20120214 0001172661-12-000224.hdr.sgml : 20120214 20120214140738 ACCESSION NUMBER: 0001172661-12-000224 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAL Education Group CENTRAL INDEX KEY: 0001499620 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85729 FILM NUMBER: 12607591 BUSINESS ADDRESS: STREET 1: 18/F, Hesheng Bldg, STREET 2: 32 Zhongguancun Ave, Haidian District CITY: Beijing STATE: F4 ZIP: 100080 BUSINESS PHONE: 86 (10) 5292-6692 MAIL ADDRESS: STREET 1: 18/F, Hesheng Bldg, STREET 2: 32 Zhongguancun Ave, Haidian District CITY: Beijing STATE: F4 ZIP: 100080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHO CAPITAL LLC CENTRAL INDEX KEY: 0001106500 IRS NUMBER: 133990924 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 55 EAST 59TH STREET 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-326-9577 MAIL ADDRESS: STREET 1: 55 EAST 59TH STREET 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 xrs123111a3.txt SCHEDULE 13G AMENDMENT FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) TAL Education Group (Name of Issuer) American Depository Shares (Title of Class of Securities) 874080104 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 874080104 1. Names of Reporting Persons. Joho Capital, L.L.C. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,104,315 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 2,104,315 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,104,315 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 15.25% 12. Type of Reporting Person CO CUSIP No. 874080104 1. Names of Reporting Persons. Robert Karr 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [X] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States of America 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,104,315 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With: 8. Shared Dispositive Power: 2,104,315 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,104,315 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 15.25% 12. Type of Reporting Person IN Item 1. (a) Name of Issuer: TAL Education Group (b) Address of Issuer's Principal Executive Offices: 18/F, Hesheng Building, 32 Zhongguancun Ave, Haidian District Beijing F4 100080 People's Republic of China Item 2. (a) Name of Person Filing: Joho Capital, L.L.C. Robert Karr (b) Address of Principal Business Office, or, if None, Residence: 55 E. 59th Street New York, NY 10022 United States (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities: American Depository Shares, par value $0.001 per share (Each ADS represents two (2) Class A Common Shares) (e) CUSIP No.: 874080104 Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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. Dated: February 14, 2012 Joho Capital, L.L.C. By: /s/ Timothy K. McManus -------------------------- Name: Timothy K. McManus Title: Chief Financial Officer By: /s/ Robert Karr -------------------------- Name: Robert Karr