SC 13G/A 1 noah13ga162308.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NOAH EDUCATION HOLDINGS LTD.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

65487R303

(CUSIP Number)

April 19, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o 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.			65487R303

1) Name of Reporting Person			Lehman Brothers Holdings Inc.

S.S. or I.R.S. Identification No. of Above Person			13-3216325

2) Check the Appropriate Box if a Member of a Group			(a) o
			(b) o

3) SEC Use Only

4) Citizenship or Place of Organization			Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:
	5)	Sole Voting Power			4,659,194 ⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			4,659,194 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				4,659,194 ⁽¹⁾

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11) Percent of Class Represented by Amount in Row 9				11.8 % ⁽²⁾

12) Type of Reporting Person				HC/CO

⁽¹⁾ Consists of 3,370,866 ordinary shares underlying American Depositary Shares and 1,288,328 ordinary shares issuable upon exercise of warrants.

⁽²⁾ Based on 38,198,045 ordinary shares outstanding as of March 31, 2008, as reported in the Form 6-K filed by the issuer on May 19, 2008, and 1,288,328 ordinary shares issuable pursuant to warrants that are presently exercisable.

CUSIP No.			65487R303

1) Name of Reporting Person			LBCCA Holdings I LLC

S.S. or I.R.S. Identification No. of Above Person			13-3996593

2) Check the Appropriate Box if a Member of a Group			(a) o
			(b) o

3) SEC Use Only

4) Citizenship or Place of Organization			Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:
	5)	Sole Voting Power			4,659,194 ⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			4,659,194 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				4,659,194 ⁽¹⁾

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11) Percent of Class Represented by Amount in Row 9				11.8% ⁽²⁾

12) Type of Reporting Person				OO

⁽¹⁾ Consists of 3,370,866 ordinary shares underlying American Depositary Shares and 1,288,328 ordinary shares issuable upon exercise of warrants.

CUSIP No.			65487R303

1) Name of Reporting Person			LBCCA Holdings II LLC

S.S. or I.R.S. Identification No. of Above Person			13-3996596

2) Check the Appropriate Box if a Member of a Group			(a) o
			(b) o

3) SEC Use Only

4) Citizenship or Place of Organization			Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:
	5)	Sole Voting Power			4,659,194 ⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			4,659,194 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				4,659,194 ⁽¹⁾

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11) Percent of Class Represented by Amount in Row 9				11.8 % ⁽²⁾

12) Type of Reporting Person				OO

⁽¹⁾ Consists of 3,370,866 ordinary shares underlying American Depositary Shares and 1,288,328 ordinary shares issuable upon exercise of warrants.

CUSIP No.			65487R303

1) Name of Reporting Person			Lehman Brothers Commercial Corporation Asia Limited

S.S. or I.R.S. Identification No. of Above Person			52-2038764

2) Check the Appropriate Box if a Member of a Group			(a) o
			(b) o

3) SEC Use Only

4) Citizenship or Place of Organization			Hong Kong

Number of Shares Beneficially Owned by Each Reporting Person With:
	5)	Sole Voting Power			4,659,194 ⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			4,659,194 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				4,659,194 ⁽¹⁾

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11) Percent of Class Represented by Amount in Row 9				11.8 % ⁽²⁾

12) Type of Reporting Person				CO

⁽¹⁾ Consists of 3,370,866 ordinary shares underlying American Depositary Shares and 1,288,328 ordinary shares issuable upon exercise of warrants.

Item 1(a).	Name of Issuer:

	Noah Education Holdings Ltd.

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	10th Floor B Building
	Futian Tian’an Hi-Tech Venture Park
	Futian District, Shenzhen
	Guangdong Province, People’s Republic of China

Item 2(a).	Name of Person(s) Filing:

	Lehman Brothers Holdings Inc.
	LBCCA Holdings I LLC
	LBCCA Holdings II LLC
	Lehman Brothers Commercial Corporation Asia Limited

Item 2(b).	Address of Principal Business Office:

	Lehman Brothers Holdings Inc.
	745 Seventh Avenue
	New York, New York 10019

	LBCCA Holdings I LLC
	745 Seventh Avenue
	New York, New York 10019

	LBCCA Holdings II LLC
	745 Seventh Avenue
	New York, New York 10019

	Lehman Brothers Commercial Corporation Asia Limited
	25/F-26/F; Unit 2706-2714 of 27/F
	Two International Finance Tower
	8 Finance Street, Central
	Hong Kong


Item 2(c).	Citizenship or Place of Organization:

	Lehman Brothers Holdings Inc. (“Holdings”) is a corporation organized under the laws of the State of Delaware.

	LBCCA Holdings I LLC (“LBCCA I”) is a limited liability company organized under the laws of the State of Delaware.

	LBCCA Holdings II LLC (“LBCCA II”) is a limited liability company organized under the laws of the State of Delaware.

	Lehman Brothers Commercial Corporation Asia Limited (“LBCC”) is a corporation organized under the laws of Hong Kong.


Item 2(d).	Title of Class of Securities:

	Ordinary Shares

Item 2(e).	CUSIP Number:

	65487R303

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) o A broker or dealer under Section 15 of the 1934 Act
	(b) o A bank as defined in Section 3(a)(6) of the 1934 Act
	(c) o An insurance company as defined in Section 3(a) (19) of the 1934 Act
	(d) o An investment company registered under Section 8 of the Investment Company Act of 1940
	(e) o An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)
	(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
	(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
	(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
	(i) o A church plan that is excluded from the definition of investment Company under Section 3(c)(14) of the Investment Company Act Of 1940
	(j) o A group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Item 4.

Ownership

(a)	Amount Beneficially Owned:

	See Item 9 of cover pages.

(b)	Percent of Class:

	See Item 11 of cover pages.

(c)	Number of shares as to which the person has:

	(i) sole power to vote or to direct the vote
	(ii) shared power to vote or to direct the vote
	(iii) sole power to dispose or to direct the disposition
	(iv) shared power to dispose or to direct the disposition

See Items 5-8 of cover pages.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

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

LBCC is the beneficial owner of all the ordinary shares underlying the American Depositary Shares and the warrants reported herein. LBCCA I and LBCCA II each have fifty percent ownership of LBCC. LBCCA I and LBCCA II are each wholly-owned by Holdings.

Under the rules and regulations of the Securities and Exchange Commission, Holdings, LBCCA I and LBCCA II may also be deemed to be the beneficial owners of the ordinary shares underlying the American Depositary Shares and warrants beneficially owned by LBCC.

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

By signing below I hereby 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.

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: June 25, 2008

LEHMAN BROTHERS HOLDINGS INC.

By:	/s/ Gwen J. Zeisler
	Name: Gwen J. Zeisler
	Title: Vice President

LBCCA HOLDINGS I LLC

By:	/s/ Gwen J. Zeisler
	Name: Gwen J. Zeisler
	Title: Vice President

LBCCA HOLDINGS II LLC

By:	/s/ Gwen J. Zeisler
	Name: Gwen J. Zeisler
	Title: Vice President

Lehman Brothers Commercial Corporation Asia Limited

By:	/s/ Gwen J. Zeisler
	Name: Gwen J. Zeisler
	Title: Attorney-in-fact

EXHIBIT A - JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

Dated: June 25, 2008

LEHMAN BROTHERS HOLDINGS INC.

By:	/s/ Gwen J. Zeisler
	Name: Gwen J. Zeisler
	Title: Vice President

LBCCA HOLDINGS I LLC

By:	/s/ Gwen J. Zeisler
	Name: Gwen J. Zeisler
	Title: Vice President

LBCCA HOLDINGS II LLC

By:	/s/ Gwen J. Zeisler
	Name: Gwen J. Zeisler
	Title: Vice President

Lehman Brothers Commercial Corporation Asia Limited

By:	/s/ Gwen J. Zeisler
	Name: Gwen J. Zeisler
	Title: Attorney-in-fact