<SEC-DOCUMENT>0001172661-12-000224.txt : 20120214
<SEC-HEADER>0001172661-12-000224.hdr.sgml : 20120214
<ACCEPTANCE-DATETIME>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
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>xrs123111a3.txt
<DESCRIPTION>SCHEDULE 13G AMENDMENT FILING
<TEXT>
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).
<Page>
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
<Page>
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
<Page>
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).
<Page>
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
<Page>
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.
<Page>
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
<Page>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>