SC 13D/A 1 v245332_13da.htm AMENDED TRANSACTION REPORT Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*

ChinaEDU Corporation
(Name of Issuer)

Ordinary Shares in the form of American Depositary Shares
(Title of Class of Securities)

16945L107
(CUSIP Number)

David L. Ronn
McGuireWoods LLP
600 Travis Street, Suite 7500
Houston, Texas 77002-2906
(713) 353-6671
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 10, 2012
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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.

(Page 1 of 19)
 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 2 OF 19
                    
1
NAMES OF REPORTING PERSONS.
 
Lake Union Capital Fund, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
  WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  2,639,121
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  2,639,121
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    2,639,1211
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.9%
14
 
TYPE OF REPORTING PERSON
  PN
 
1 As of January 11, 2012, the Reporting Person beneficially owns 879,707 American Depositary Shares, representing 2,639,121 underlying Ordinary Shares.
 

 
 

 
CUSIP No.  16945L107                                                                          SCHEDULE 13D                                                                                    PAGE 3 OF 19
 
1
NAMES OF REPORTING PERSONS.
 
Lake Union Capital Management, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
  AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
 2,639,121
8
SHARED VOTING POWER
 
   0
9
SOLE DISPOSITIVE POWER
 
 2,639,121
10
SHARED DISPOSITIVE POWER
 
   0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,639,1212
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.9%
14
 
TYPE OF REPORTING PERSON
  IA
 
2 As of January 11, 2012, the Reporting Person beneficially owns 879,707 American Depositary Shares, representing 2,639,121 underlying Ordinary Shares.
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 4 OF 19
 
1
NAMES OF REPORTING PERSONS.
 
 Michael Self
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
  AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  2,639,121
8
SHARED VOTING POWER
 
   0
9
SOLE DISPOSITIVE POWER
 
 2,639,121
10
SHARED DISPOSITIVE POWER
 
    0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,639,1213
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  4.9%
14
 
TYPE OF REPORTING PERSON
  IN
 
3 As of January 11, 2012, the Reporting Person beneficially owns 879,707 American Depositary Shares, representing 2,639,121 underlying Ordinary Shares.
 
 
 
 

CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 5 OF 19

 
1
NAMES OF REPORTING PERSONS.
 
Columbia Pacific Opportunity Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
  WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Washington
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  7,910,289
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
    7,910,289
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    7,910,2894
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  14.5%
14
 
TYPE OF REPORTING PERSON
  PN
 
4 As of January 11, 2012, the Reporting Person beneficially owns 2,636,763 American Depositary Shares, representing 7,910,289 underlying Ordinary Shares.
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 6 OF 19
 
1
NAMES OF REPORTING PERSONS.
 
Columbia Pacific Advisors, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
  AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Washington
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  7,910,289
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
 7,910,289
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    7,910,2895
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  14.5 %
14
 
TYPE OF REPORTING PERSON
  IA
 
5 As of January 11, 2012, the Reporting Person beneficially owns 2,636,763 American Depositary Shares, representing 7,910,289 underlying Ordinary Shares.
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 7 OF 19
 
1
NAMES OF REPORTING PERSONS.
 
Alexander B. Washburn
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
  AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  7,910,289
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
 7,910,289
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  7,910,2896
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  14.5%
14
 
TYPE OF REPORTING PERSON
  IN
 
6 As of January 11, 2012, the Reporting Person beneficially owns 2,636,763 American Depositary Shares, representing 7,910,289 underlying Ordinary Shares.
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 8 OF 19

 
1
NAMES OF REPORTING PERSONS.
 
Daniel R. Baty
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
  AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  7,910,289
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
 7,910,289
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  7,910,2897
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  14.5%
14
 
TYPE OF REPORTING PERSON
  IN
 
7 As of January 11, 2012, the Reporting Person beneficially owns 2,636,763 American Depositary Shares, representing 7,910,289 underlying Ordinary Shares.
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 9 OF 19

 
1
NAMES OF REPORTING PERSONS.
 
Stanley L. Baty
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
  AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
  7,910,289
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
   7,910,289
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    7,910,2898
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  14.5%
14
 
TYPE OF REPORTING PERSON
  IN
 
8 As of January 11, 2012, the Reporting Person beneficially owns 2,636,763 American Depositary Shares, representing 7,910,289 underlying Ordinary Shares.
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 10 OF 19

 
1
NAMES OF REPORTING PERSONS.
 
Brandon D. Baty
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
 
  AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)         
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
   7,910,289
8
SHARED VOTING POWER
 
  0
9
SOLE DISPOSITIVE POWER
 
  7,910,289
10
SHARED DISPOSITIVE POWER
 
  0

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    7,910,2899
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  14.5%
14
 
TYPE OF REPORTING PERSON
  IN
 
9 As of January 11, 2012, the Reporting Person beneficially owns 2,636,763 American Depositary Shares, representing 7,910,289 underlying Ordinary Shares.
 

 
 

 
CUSIP No.  16945L107                                                                            SCHEDULE 13D                                                                                    PAGE 11 OF 19

 
Note: This Amendment No. 4 (the “Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2011, as amended on October 14, 2011, December 12, 2011 and December 15, 2011 (the “Schedule 13D”), by the Aegir Parties, the Lake Union Parties and the Columbia Pacific Parties relating to ordinary shares in the form of American Depositary Shares (“ADSs”) issued by ChinaEDU Corporation (the “Issuer” or the “Company”), the principal executive office of which is located at 4th Floor-A, GeHua Building, No. 1 QinglongHutong, Dongcheng District, Beijing, 100007 People’s Republic of China. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D.
 
The cover pages previously filed by the Aegir Parties remain unchanged. Any items that are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used in this Amendment and not defined herein have the respective meanings ascribed to such terms in the Schedule 13D, as previously amended.
 
Item 3.      Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended by the addition of the following:
 
Lake Union Parties
 
The 82,500 Ordinary Shares in the form of ADSs purchased by Lake Union Parties since December 9, 2011 were acquired by Lake Union Capital Fund, L.P. for an aggregate purchase price of approximately $159,929 and were acquired with the investment capital of Lake Union Fund, as more fully detailed in Item 5 herein.
 
Columbia Pacific Parties
 
The 475,725 Ordinary Shares in the form of ADSs purchased by the Columbia Pacific Parties since December 9, 2011 were acquired by the Columbia Pacific Parties for an aggregate purchase price of approximately $918,518 and were acquired with the investment capital of the Columbia Pacific Parties, as more fully detailed in Item 5 herein.
 
Item 4.       Purpose of Transaction.
 
The second, third and fourth paragraphs of Item 4 of the Schedule 13D are hereby amended and restated by the following:
 
The Lake Union Parties acquired their interests in the Company between April 7, 2008 and January 11, 2012, and presently hold approximately 4.9% of the Company’s Ordinary Shares in the form of ADSs.  The purchases of the ADSs were made in the Lake Union Parties’ ordinary course of business and were not made for the purpose of acquiring control of the Company.
 
 The Columbia Pacific Parties acquired their interests in the Company between August 7, 2008 and January 11, 2012, and presently hold approximately 14.5% of the Company’s Ordinary Shares in the form of ADSs.  The purchases of the ADSs were made in the Columbia Pacific Parties’ ordinary course of business and were not made for the purpose of acquiring control of the Company.
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 12 OF 19

 
The Aegir Parties, Lake Union Parties and the Columbia Pacific Parties formed The ChinaEDU Value Realization Committee (the “Committee”) for the purposes described below.  The Committee may be deemed to be a group under Section 13(d) of the Securities Exchange Act of 1934 representing approximately 28% of the Company’s outstanding Ordinary Shares in the Form of ADSs.
 
Item 5.      Interest in Securities of the Issuer.
 
The first paragraph in Item 5 is hereby amended and restated by the following:
 
By virtue of the understanding reached between the Reporting Persons described in Item 4, the Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Act of 1934.  Collectively, the group may be deemed to have voting control over a combined 15,425,778 of the Ordinary Shares in the form of ADSs of the Issuer.
 
The information under the heading “Lake Union Parties” in Item 5 is hereby amended and restated by the following:
 
Lake Union Parties
 
 
(a)
As of the close of trading on January 11, 2012, (i) Lake Union Capital Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 2,639,121 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power.
 
Lake Union Capital Management, LLC is the investment manager and general partner of Lake Union Capital Fund, L.P. and, as such, may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Lake Union Capital Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.
 
Mr. Self is the managing member of Lake Union Capital Management, LLC.  In such capacity, Mr. Self controls the trading of securities held by Lake Union Capital Fund L.P.  As a result of such role and otherwise by virtue of his relationship to Lake Union Capital Fund, L.P. and Lake Union Capital Management LLC, Mr. Self may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Lake Union Capital Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.
 
The 4.9% of the Ordinary Shares in the form of ADSs beneficially owned by each of Lake Union Capital Fund, L.P., Lake Union Capital Management, LLC and Mr. Self are based on 54,395,185 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2010 (as set forth on the Issuer’s Form 20-F filed June 30, 2011 with the Securities and Exchange Commission).
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 13 OF 19

 
Lake Union Capital Management LLC and Mr. Self disclaim beneficial ownership of the Ordinary Shares in the form of ADSs held by Lake Union Capital Fund, L.P., except to the extent of their pecuniary interest therein.
 
 
(b)
The response to Item 5(a) above under the heading “Lake Union Parties” is incorporated herein by reference.
 
 
(c)
The trading dates, number of Ordinary Shares in the form of ADSs purchased and sold and price per share for all transactions in the Ordinary Shares in the form of ADSs during the past 60 days by the Lake Union Parties were all effected in unsolicited broker transactions on the NASDAQ Global Market as set forth in Schedule B.
 
Other than the acquisition of the 143,700 shares of the Issuer’s Ordinary Shares in the form of ADSs set forth on Schedule B hereto, the Lake Union Parties have not engaged in any transactions in the Issuer’s Ordinary Shares in the form of ADSs in the past 60 days.
 
 
(d)
The response to Item 5(a) above under the heading “Lake Union Parties” is incorporated herein by reference.
 
(e)           Not applicable.
 
The information under the heading “Columbia Pacific Parties” in Item 5 is hereby amended and restated by the following:
 
Columbia Pacific Parties
 
(a)
As of the close of trading on January 11, 2012, (i) Columbia Pacific Opportunity Fund, L.P. directly beneficially owns (as that term is defined in Rule 13d-3 under the Act) 7,910,289 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive power.
 
Columbia Pacific Advisors, LLC is the advisor and sole general partner of Columbia Pacific Opportunity Fund, L.P. and, as such, may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Columbia Pacific Opportunity Fund, L.P., and, accordingly, may be deemed to indirectly beneficially own such shares.
 
Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty are the managing members of Columbia Pacific Advisors, LLC. In such capacity, Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty control the trading of securities held by Columbia Pacific Opportunity Fund, L.P.  As a result of such role and otherwise by virtue of their relationship to Columbia Pacific Opportunity Fund, L.P. and Columbia Pacific Advisors, LLC, each may be deemed to have sole voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Columbia Pacific Opportunity Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 14 OF 19

 
The 14.5% of the Ordinary Shares in the form of ADSs beneficially owned by each of Columbia Pacific Opportunity Fund, L.P., Columbia Pacific Advisors, LLC, Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty are based on 54,395,185 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2010 (as set forth on the Issuer’s Form 20-F filed June 30, 2011 with the Securities and Exchange Commission).
 
Columbia Pacific Advisors, LLC, Mr. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty disclaim beneficial ownership of the Ordinary Shares in the form of ADSs held by Columbia Pacific Opportunity Fund, L.P., except to the extent of their pecuniary interest therein.
 
(b)
The response to Item 5(a) above under the heading “Columbia Pacific Parties” is incorporated herein by reference.
 
(c)
The trading dates, number of Ordinary Shares in the form of ADSs purchased and sold and price per share for all transactions in the Ordinary Shares in the form of ADSs during the past 60 days by the Columbia Pacific Parties were all effected in unsolicited broker transactions on the NASDAQ Global Market as set forth in Schedule C.
 
Other than the acquisition of the 837,396 shares of the Issuer’s Ordinary Shares in the form of ADSs set forth on Schedule C hereto, the Columbia Pacific Parties have not engaged in any transactions in the Issuer’s Ordinary Shares in the form of ADSs in the past 60 days.
 
(d)
The response to Item 5(a) above under the heading “Columbia Pacific Parties” is incorporated herein by reference.
 
(e)           Not applicable.
 

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 15 OF 19



 
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:  January 12, 2012

 
New Vernon Aegir Master Fund Ltd.
 
By: New Vernon Partners LLC
   
 
/s/ Barton S. Aronson
 
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman

Dated:  January 12, 2012

 
New Vernon Investment Management LLC
 
By: Trent Stedman
   
 
/s/ Barton S. Aronson
 
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman

Dated:  January 12, 2012

 
New Vernon Partners LLC
 
By: Trent Stedman
   
 
/s/ Barton S. Aronson
 
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman

Dated:  January 12, 2012
   
 
/s/ Barton S. Aronson
 
Name: Barton S. Aronson, Authorized Signatory for Trent Stedman
 
Dated:  January 12, 2012

 
/s/ Barton S. Aronson
 
Name: Barton S. Aronson, Authorized Signatory for Thomas Patrick
 
 
 
 

CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 16 OF 19
 
Dated:  January 12, 2012

 
Lake Union Capital Fund, LP
 
By: Lake Union Capital Management, LLC
   
 
/s/ Michael Self
 
Name: Michael Self
 
Title: General Partner

Dated:  January 12, 2012

 
Lake Union Capital Management, LLC
   
   
 
/s/ Michael Self
 
Name: Michael Self
 
Title: Managing Member

Dated:  January 12, 2012

 
/s/ Michael Self
 
Name: Michael Self
 
Dated:  January 12, 2012

 
Columbia Pacific Opportunity Fund, L.P.
 
By: Columbia Pacific Advisors, LLC
   
 
/s/ Alexander B. Washburn
 
Name: Alexander B. Washburn
 
Title: Managing Member of Columbia Pacific Advisors, LLC

Dated:  January 12, 2012

 
Columbia Pacific Advisors, LLC
   
 
/s/ Alexander B. Washburn
 
Name: Alexander B. Washburn
 
Title: Managing Member of Columbia Pacific Advisors, LLC

Dated:  January 12, 2012

 
/s/ Alexander B. Washburn
 
Name: Alexander B. Washburn

 
 

CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 17 OF 19
 
Dated:  January 12, 2012

 
/s/ Daniel R. Baty
 
Name: Daniel R. Baty

Dated:  January 12, 2012

 
/s/ Stanley L. Baty
 
Name: Stanley L. Baty

Dated:  January 12, 2012

 
/s/ Brandon D. Baty
 
Name: Brandon D. Baty

 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 18 OF 19
 
SCHEDULE B
TRANSACTIONS BY THE LAKE UNION PARTIES
 
Reporting Person
Date
Transaction
Number of ADSs (1) Purchased
Underlying Ordinary Shares
of Such ADSs
Approximate Price
Per ADS (excluding commissions)
Lake Union Capital Fund, L.P.
11/17/2011
BUY
4,000
12,000
5.55
Lake Union Capital Fund, L.P.
11/18/2011
BUY
3,500
10,500
5.63
Lake Union Capital Fund, L.P.
11/21/2011
BUY
3,400
10,200
5.54
Lake Union Capital Fund, L.P.
11/22/2011
BUY
500
1,500
5.60
Lake Union Capital Fund, L.P.
11/25/2011
BUY
500
1,500
5.55
Lake Union Capital Fund, L.P.
11/28/2011
BUY
1,600
4,800
5.55
Lake Union Capital Fund, L.P.
11/29/2011
BUY
200
600
5.55
Lake Union Capital Fund, L.P.
11/30/2011
BUY
4,700
14,100
5.52
Lake Union Capital Fund, L.P.
12/1/2011
BUY
1,000
3,000
5.49
Lake Union Capital Fund, L.P.
12/2/2011
BUY
500
1,500
5.55
Lake Union Capital Fund, L.P.
12/9/2011
BUY
500
1,500
5.69
Lake Union Capital Fund, L.P.
12/12/2011
BUY
6,300
18,900
5.76
Lake Union Capital Fund, L.P.
12/13/2011
BUY
1,000
3,000
5.86
Lake Union Capital Fund, L.P.
12/14/2011
BUY
2,200
6,600
5.76
Lake Union Capital Fund, L.P.
12/16/2011
BUY
2,500
7,500
5.88
Lake Union Capital Fund, L.P.
12/19/2011
BUY
4,200
12,600
6.00
Lake Union Capital Fund, L.P.
12/20/2011
BUY
3,000
9,000
5.86
Lake Union Capital Fund, L.P.
12/21/2011
BUY
300
900
5.79
Lake Union Capital Fund, L.P.
12/22/2011
BUY
500
1,500
5.88
Lake Union Capital Fund, L.P.
12/23/2011
BUY
200
600
5.88
Lake Union Capital Fund, L.P.
12/28/2011
BUY
3,500
10,500
5.74
Lake Union Capital Fund, L.P.
1/3/2012
BUY
3,300
9,900
5.86
Lake Union Capital Fund, L.P.
1/4/2012
BUY
500
1,500
5.86
 
(1) American Depositary Shares, each representing three Ordinary Shares, par value US $0.01 per share


 
 

 
CUSIP No.  16945L107                                                                           SCHEDULE 13D                                                                                    PAGE 19 OF 19
 
SCHEDULE C
TRANSACTIONS BY THE COLUMBIA PACIFIC PARTIES

Reporting Person
Date
Transaction
Number of ADSs (1) Purchased
Underlying Ordinary Shares
of Such ADSs
Approximate Price
Per ADS (excluding commissions)
Columbia Pacific Opportunity Fund, L.P.
11/14/2011
BUY
700
2,100
5.54
Columbia Pacific Opportunity Fund, L.P.
11/15/2011
BUY
2,800
8,400
5.46
Columbia Pacific Opportunity Fund, L.P.
11/16/2011
BUY
1,300
3,900
5.48
Columbia Pacific Opportunity Fund, L.P.
11/17/2011
BUY
500
1,500
5.55
Columbia Pacific Opportunity Fund, L.P.
11/18/2011
BUY
14,400
43,200
5.58
Columbia Pacific Opportunity Fund, L.P.
11/21/2011
BUY
5,443
16,329
5.53
Columbia Pacific Opportunity Fund, L.P.
11/22/2011
BUY
1,800
5,400
5.59
Columbia Pacific Opportunity Fund, L.P.
11/23/2011
BUY
100
300
5.60
Columbia Pacific Opportunity Fund, L.P.
11/25/2011
BUY
1,000
3,000
5.55
Columbia Pacific Opportunity Fund, L.P.
11/28/2011
BUY
12,000
36,000
5.62
Columbia Pacific Opportunity Fund, L.P.
11/29/2011
BUY
1,600
4,800
5.58
Columbia Pacific Opportunity Fund, L.P.
11/30/2011
BUY
2,100
6,300
5.58
Columbia Pacific Opportunity Fund, L.P.
12/1/2011
BUY
5,000
15,000
5.55
Columbia Pacific Opportunity Fund, L.P.
12/2/2011
BUY
3,200
9,600
5.56
Columbia Pacific Opportunity Fund, L.P.
12/5/2011
BUY
4,400
13,200
5.56
Columbia Pacific Opportunity Fund, L.P.
12/6/2011
BUY
400
1,200
5.55
Columbia Pacific Opportunity Fund, L.P.
12/7/2011
BUY
3,625
10,875
5.45
Columbia Pacific Opportunity Fund, L.P.
12/8/2011
BUY
2,200
6,600
5.45
Columbia Pacific Opportunity Fund, L.P.
12/9/2011
BUY
57,989
173,967
5.59
Columbia Pacific Opportunity Fund, L.P.
12/12/2011
BUY
32,700
98,100
5.66
Columbia Pacific Opportunity Fund, L.P.
12/13/2011
BUY
12,510
37,530
5.85
Columbia Pacific Opportunity Fund, L.P.
12/14/2011
BUY
5,100
15,300
5.80
Columbia Pacific Opportunity Fund, L.P.
12/15/2011
BUY
13,293
39,879
5.91
Columbia Pacific Opportunity Fund, L.P.
12/16/2011
BUY
17,712
53,136
5.89
Columbia Pacific Opportunity Fund, L.P.
12/19/2011
BUY
8,146
24,438
5.85
Columbia Pacific Opportunity Fund, L.P.
12/20/2011
BUY
5,353
16,059
5.87
Columbia Pacific Opportunity Fund, L.P.
12/21/2011
BUY
4,180
12,540
5.84
Columbia Pacific Opportunity Fund, L.P.
12/22/2011
BUY
4,000
12,000
5.80
Columbia Pacific Opportunity Fund, L.P.
12/23/2011
BUY
3,271
9,813
5.81
Columbia Pacific Opportunity Fund, L.P.
12/27/2011
BUY
9,405
28,215
5.81
Columbia Pacific Opportunity Fund, L.P.
12/28/2011
BUY
10,845
32,535
5.73
Columbia Pacific Opportunity Fund, L.P.
12/29/2011
BUY
19,024
57,072
5.78
Columbia Pacific Opportunity Fund, L.P.
12/30/2011
BUY
1,700
5,100
5.77
Columbia Pacific Opportunity Fund, L.P.
1/3/2012
BUY
4,400
13,200
5.87
Columbia Pacific Opportunity Fund, L.P.
1/4/2012
BUY
267
801
5.86
Columbia Pacific Opportunity Fund, L.P.
1/5/2012
BUY
800
2,400
5.89
Columbia Pacific Opportunity Fund, L.P.
1/9/2012
BUY
800
2,400
5.78
Columbia Pacific Opportunity Fund, L.P.
1/10/2012
BUY
4,329
12,987
5.74
Columbia Pacific Opportunity Fund, L.P.
1/11/2012
BUY
740
2,220
5.80

(1) American Depositary Shares, each representing three Ordinary Shares, par value US $0.01 per share