SC 13D/A 1 d356869dsc13da.htm AMENDMENT NO. 7 TO 13D Amendment No. 7 to 13D

 

 

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)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)*

 

 

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

 

 

With copies to:

Brian J. Lane

Gibson, Dunn & Crutcher LLP

1050 Washington Avenue, N.W.

Washington, DC 20036-5306

(202) 887-3646

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 18, 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 of §§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 §240.13d-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 (however, see the Notes).

(Continued on following pages)

 

 

 

SCHEDULE 13D

 

CUSIP No. 16946T109      Page 2 of 7  Pages

 

  1   

NAME OF REPORTING PERSONS

 

Ned L. Sherwood

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        (b)

 

  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)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    775,141

     8   

SHARED VOTING POWER

 

    2,625,488

     9   

SOLE DISPOSITIVE POWER

 

    775,141

   10   

SHARED DISPOSITIVE POWER

 

    2,625,488

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    3,400,629

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    7.0%

14

  

TYPE OF REPORTING PERSON

 

    IN

 

SCHEDULE 13D

 

CUSIP No. 16946T109      Page 3 of 7  Pages

 

  1   

NAME OF REPORTING PERSONS

 

ZS EDU L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        (b)

 

  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)

 

  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

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    5.4%

14

  

TYPE OF REPORTING PERSON

 

    PN

 

SCHEDULE 13D

 

CUSIP No. 16946T109      Page 4 of 7  Pages

 

  1   

NAME OF REPORTING PERSONS

 

ZS EDU GP LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        (b)

 

  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)

 

  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

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    5.4%

14

  

TYPE OF REPORTING PERSON

 

    OO

 

SCHEDULE 13D

 

CUSIP No. 16946T109      Page 5 of 7  Pages

 

  1   

NAME OF REPORTING PERSONS

 

Robert Horne

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        (b)

 

  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)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    50,000

     8   

SHARED VOTING POWER

 

    2,625,488

     9   

SOLE DISPOSITIVE POWER

 

    50,000

   10   

SHARED DISPOSITIVE POWER

 

    2,625,488

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    2,675,488

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    5.5%

14

  

TYPE OF REPORTING PERSON

 

    IN

 

Page 6 of 7 Pages

The Statement on Schedule 13D, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2011, and as amended and restated on May 12, 2011 and November 22, 2011, and as amended on December 9, 2011, December 15, 2011, January 10, 2012 and April 16, 2012 (as amended and amended and restated, the “Schedule 13D”) by the Reporting Persons named therein is hereby amended by this Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings set forth in the Schedule 13D.

 

Item 4. Purpose of Transaction.

Item 4 is supplemented by adding the following:

As previously disclosed, the Issuer entered into a notes and warrants purchase agreement (the “Purchase Agreement”) and a related series of promissory notes (the “Notes”), dated as of April 10, 2012, with a group of lenders (the “Purchasers”) that includes MRMP Managers LLC (“MRMP”). MRMP is a shareholder of the Issuer, and Ned Sherwood is an investment manager of MRMP.

One May 18, 2012, the Issuer, pursuant to Section 5.2 of the Purchase Agreement, delivered a Borrowing Notice and Acknowledgment (the “Borrowing Notice”) to the Purchasers. Pursuant to the Borrowing Notice, MRMP has agreed to purchase a note (the “Subsequent Advance Note”) in the aggregate principal amount of US$60,000. The Subsequent Advance Note bears interest at twenty percent (20.0%) per annum, payable semi-annually in arrears, and matures on May 18, 2013.

Under the Borrowing Notice, the Issuer is required, as soon as practicable after the date of the Borrowing Notice, to issue to MRMP a number of warrants (the “Subsequent Advance Warrants”) equivalent to one Subsequent Advance Warrant for every two dollars of principal amount of Notes issued to that Purchaser. Each Subsequent Advance Warrant (a) shall be convertible into one share of the Issuer’s common stock at an exercise price of $1.00 per share (which exercise price shall not be subject to any adjustment mechanism), (b) expire on the fifth anniversary of issuance and (c) include anti-dilution protections for ordinary stock splits, stock dividends and recapitalizations. In consideration for MRMP making available the subsequent advance pursuant to the Borrowing Notice, the Issuer has agreed to change from $4.00 to $1.00 the exercise price for the warrants issuable to MRMP pursuant to the Purchase Agreement.

The foregoing description of the terms of the Borrowing Notice and the Subsequent Advance Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Borrowing Notice and the form of the Subsequent Advance Note, which are attached hereto as Exhibits 8 and 9, respectively.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is supplemented by adding the following:

MRMP has entered into the Borrowing Notice and the Subsequent Advance Note with the Issuer. The Borrowing Notice and the Subsequent Advance Note are defined and described in Item 4 above and attached hereto as Exhibits 8 and 9, respectively.

 

Item 7. Materials to be Filed as Exhibits.

Item 7 is supplemented by adding the following:

Exhibit 8: Borrowing Notice and Acknowledgment

Exhibit 9: Form of Subsequent Advance Note

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.

 

May 22, 2012   Ned Sherwood
  By:  

/s/ Ned Sherwood

  Name:   Ned Sherwood
May 22, 2012   ZS EDU L.P.
  By:  

/s/ Ned Sherwood

  Name:   Ned Sherwood
  Title:   Manager of the General Partner, ZS EDU GP LLC
May 22, 2012   ZS EDU GP LLC
  By:  

/s/ Ned Sherwood

  Name:   Ned Sherwood
  Title:   Manager
May 22, 2012   Robert Horne
  By:  

/s/ Robert Horne

  Name:   Robert Horne