Sec Form 13G Filing - Chengwei Evergreen Capital L.P. filing for FOUR SEASONS ED CAYMAN INC (FEDU) - 2020-06-22

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Four Seasons Education (Cayman) Inc.
(Name of Issuer)

 

Ordinary Shares
(Title of Class of Securities)

 

35101A101**
(CUSIP Number)

 

December 31, 2019
(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)

 

☐

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.

 

** This CUSIP number applies to the Issuer’s American Depositary Shares, each two representing one ordinary share, par value US$0.0001 per share.

 

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).

 

(Continued on following pages)

 

 

 
 

 

CUSIP NO.: 35101A101

 

(1)

NAME OF REPORTING PERSONS

 

Chengwei Capital HK Limited

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ☐ (b) ☐

 

(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

 

3,133,333 ordinary shares (See Item 4)

 

(6)

SHARED VOTING POWER

 

0

 

(7)

SOLE DISPOSITIVE POWER

 

3,133,333 ordinary shares (See Item 4)

 

(8)

SHARED DISPOSITIVE POWER

 

0

 

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,133,333 ordinary shares

 

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

☐

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.0%1

 

(12)

TYPE OF REPORTING PERSON*

 

CO

 

 

1 

As a percentage of 24,066,033 issued and outstanding ordinary shares of the Issuer as of February 28, 2019, as set forth in the Issuer's annual report on Form 20-F filed on June 25, 2019.

 

2
 

 

CUSIP NO.: 35101A101

 

(1)

NAME OF REPORTING PERSONS

 

Chengwei Evergreen Capital, L.P.

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ☐ (b) ☐

 

(3)

SEC USE ONLY

 

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON WITH

(5)

SOLE VOTING POWER

 

3,133,333 ordinary shares (See Item 4)

 

(6)

SHARED VOTING POWER

 

0

 

(7)

SOLE DISPOSITIVE POWER

 

3,133,333 ordinary shares (See Item 4)

 

(8)

SHARED DISPOSITIVE POWER

 

0

 

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,133,333 ordinary shares

 

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

☐

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.0%1

 

(12)

TYPE OF REPORTING PERSON*

 

PN

 

 

1 

As a percentage of 24,066,033 issued and outstanding ordinary shares of the Issuer as of February 28, 2019, as set forth in the Issuer's annual report on Form 20-F filed on June 25, 2019.

 

3
 

 

CUSIP NO.: 35101A101

 

(1)

NAME OF REPORTING PERSONS

 

Chengwei Evergreen Management, LLC

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ☐ (b) ☐

 

(3)

SEC USE ONLY

 

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON WITH

(5)

SOLE VOTING POWER

 

3,133,333 ordinary shares (See Item 4)

 

(6)

SHARED VOTING POWER

 

0

 

(7)

SOLE DISPOSITIVE POWER

 

3,133,333 ordinary shares (See Item 4)

 

(8)

SHARED DISPOSITIVE POWER

 

0

 

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,133,333 ordinary shares

 

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

☐

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.0%1

 

(12)

TYPE OF REPORTING PERSON*

 

CO

 

 

1 

As a percentage of 24,066,033 issued and outstanding ordinary shares of the Issuer as of February 28, 2019, as set forth in the Issuer's annual report on Form 20-F filed on June 25, 2019.

 

4
 

 

CUSIP NO.: 35101A101

 

(1)

NAME OF REPORTING PERSONS

 

EXL Holdings, LLC

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ☐ (b) ☐

 

(3)

SEC USE ONLY

 

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON WITH

(5)

SOLE VOTING POWER

 

3,133,333 ordinary shares (See Item 4)

 

(6)

SHARED VOTING POWER

 

0

 

(7)

SOLE DISPOSITIVE POWER

 

3,133,333 ordinary shares (See Item 4)

 

(8)

SHARED DISPOSITIVE POWER

 

0

 

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,133,333 ordinary shares

 

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

☐

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.0%1

 

(12)

TYPE OF REPORTING PERSON*

 

CO

 

 

1 

As a percentage of 24,066,033 issued and outstanding ordinary shares of the Issuer as of February 28, 2019, as set forth in the Issuer's annual report on Form 20-F filed on June 25, 2019.

 

5
 

 

CUSIP NO.: 35101A101

 

(1)

NAME OF REPORTING PERSONS

 

Eric Xun Li

 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ☐ (b) ☐

 

(3)

SEC USE ONLY

 

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON WITH

(5)

SOLE VOTING POWER

 

3,133,333 ordinary shares (See Item 4)

 

(6)

SHARED VOTING POWER

 

0

 

(7)

SOLE DISPOSITIVE POWER

 

3,133,333 ordinary shares (See Item 4)

 

(8)

SHARED DISPOSITIVE POWER

 

0

 

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,133,333 ordinary shares

 

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

☐

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.0%1

 

(12)

TYPE OF REPORTING PERSON*

 

IN

 

 

1 

As a percentage of 24,066,033 issued and outstanding ordinary shares of the Issuer as of February 28, 2019, as set forth in the Issuer's annual report on Form 20-F filed on June 25, 2019.

 

6
 

 

Item 1(a). Name of Issuer:
   
  Four Seasons Education (Cayman) Inc.
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
  5th Floor, Building C Jin’an 610, No. 610 Hengfeng Road, Jing’an District, Shanghai, PRC 200070
   
Item 2(a). Name of Person Filing:
   
  Chengwei Capital HK Limited
  Chengwei Evergreen Capital, L.P.
  Chengwei Evergreen Management, LLC
  EXL Holdings, LLC
  Eric Xun Li
   
Item 2(b). Address of Principal Business Office or, if None, Residence:
   
  The principal business office of Chengwei Capital HK Limited, Chengwei Evergreen Capital, L.P., Chengwei Evergreen Management, LLC, EXL Holdings, LLC and Eric Xun Li is 18th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.
   
Item 2(c). Citizenship or Place of Organization:
   
  Chengwei Capital HK Limited - Hong Kong
  Chengwei Evergreen Capital, L.P. - Cayman Islands
  Chengwei Evergreen Management, LLC - Cayman Islands
  EXL Holdings, LLC - Cayman Islands
  Eric Xun Li - People’s Republic of China
   
Item 2(d). Title of Class of Securities:
   
  Ordinary shares of the Issuer, par value US$0.0001 per share.
   
Item 2(e). CUSIP Number:
   
  35101A101 (American depositary shares of the Issuer)
   
Item 3. Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
   
  Not applicable

 

7
 

 

Item 4. Ownership:

 

       

Number of shares as to which such person has:

  

Reporting Person

  

Amount

Beneficially 

Owned

  

Percent

of

Class(1)

  

Sole

Power to

Vote or

Direct 

the Vote

  

Shared

Power to

Vote or

to Direct

the Vote

  

Sole Power

to Dispose

or to

Direct the 

Disposition of

  

Shared

Power to

Dispose or

to Direct

the 

Disposition of

  

Chengwei Capital HK Limited

  

3,133,333 ordinary shares(2)

  

13.0%

  

3,133,333 ordinary shares

  

0

  

3,133,333 ordinary shares

  

0

  

Chengwei Evergreen Capital, L.P.

  

3,133,333 ordinary shares(2)

  

13.0%

  

3,133,333 ordinary shares

  

0

  

3,133,333 ordinary shares

  

0

  

Chengwei Evergreen Management, LLC

  

3,133,333 ordinary shares(2)

  

13.0%

  

3,133,333 ordinary shares

  

0

  

3,133,333 ordinary shares

  

0

  

EXL Holdings, LLC

  

3,133,333 ordinary shares(2)

  

13.0%

  

3,133,333 ordinary shares

  

0

  

3,133,333 ordinary shares

  

0

  

Eric Xun Li

  

3,133,333 ordinary shares(2)

  

13.0%

  

3,133,333 ordinary shares

  

0

  

3,133,333 ordinary shares

  

0

  

 

(1)

This percentage is based on 24,066,033 issued and outstanding ordinary shares of the Issuer as of February 28, 2019, as set forth in the Issuer's annual report on Form 20-F filed on June 25, 2019.

 

(2)

Represents 3,133,333 ordinary shares directly held by Chengwei Capital HK Limited. Chengwei Capital HK Limited is wholly-owned by Chengwei Evergreen Capital, L.P., whose general partner is Chengwei Evergreen Management, LLC. EXL Holdings, LLC has 100% controlling voting power of Chengwei Evergreen Management, LLC. Eric Xun Li has 100% controlling voting power of EXL Holdings, LLC. Pursuant to Section 13(d) of the Act, Chengwei Evergreen Capital, L.P., Chengwei Evergreen Management, LLC, EXL Holdings, LLC and Eric Xun Li may be deemed to share beneficial ownership of the ordinary shares held by Four Seasons Education Holdings Limited.

 

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:
   
  Not applicable

 

8
 

 

SIGNATURE

 

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

 

Dated June 22, 2020

 

 

 

Chengwei Capital HK Limited

 By:

/s/ Eric Xun Li

  
  Name: Eric Xun Li   
  Title: Authorized Signatory  
       

Chengwei Evergreen Capital, L.P.

 By:

/s/ Eric Xun Li

  
  Name: Eric Xun Li  
  Title: Authorized Signatory  
       

Chengwei Evergreen Management, LLC

 By:

/s/ Eric Xun Li

  
  Name: Eric Xun Li  
  Title: Authorized Signatory  
       

EXL Holdings, LLC

 By:

/s/ Eric Xun Li

  
  Name: Eric Xun Li  
  Title: Authorized Signatory  
       

Eric Xun Li

 By:

/s/ Eric Xun Li

  

 

 

[Signature Page to Schedule 13G]

 

9
 

 

LIST OF EXHIBITS

 

Exhibit No.

  

Description

99.1

  

Joint Filing Agreement*

 

* Previously filed.

 

 

10