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.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
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)
* 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).
(Continued on following pages)
|
(1) |
NAME OF REPORTING PERSONS |
|||||
|
|
Four Seasons Education Holdings Limited |
|||||
|
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|||||
|
|
|
(a) |
☐ |
|
||
|
|
|
|
|
|
||
|
|
|
(b) |
☐ |
|
||
|
|
|
|
|
|
||
|
(3) |
SEC USE ONLY |
|||||
|
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||||
|
|
British Virgin Islands |
|||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) |
SOLE VOTING POWER |
||||
|
|
8,809,451 ordinary shares (See Item 4) |
|||||
|
(6) |
SHARED VOTING POWER |
|||||
|
|
0 |
|||||
|
(7) |
SOLE DISPOSITIVE POWER |
|||||
|
|
8,809,451 ordinary shares (See Item 4) |
|||||
|
(8) |
SHARED DISPOSITIVE POWER |
|||||
|
|
0 |
|||||
|
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||||
|
|
8,809,451 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) |
|||||
|
|
36.6%1 |
|||||
|
(12) |
TYPE OF REPORTING PERSON* |
|||||
|
|
CO |
|||||
________________
1 As a percentage of 24,037,652 issued and outstanding ordinary shares of the Issuer as of December 31, 2019.
1
CUSIP NO.:35101A101
|
(1) |
NAME OF REPORTING PERSONS |
|||||
|
|
Peiqing Tian |
|||||
|
(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 |
||||
|
|
9,263,240 ordinary shares (See Item 4) |
|||||
|
(6) |
SHARED VOTING POWER |
|||||
|
|
0 |
|||||
|
(7) |
SOLE DISPOSITIVE POWER |
|||||
|
|
9,263,240 ordinary shares (See Item 4) |
|||||
|
(8) |
SHARED DISPOSITIVE POWER |
|||||
|
|
0 |
|||||
|
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||||
|
|
9,263,240 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) |
|||||
|
|
38.5%1 |
|||||
|
(12) |
TYPE OF REPORTING PERSON* |
|||||
|
|
IN |
|||||
________________
1 As a percentage of 24,037,652 issued and outstanding ordinary shares of the Issuer as of December 31, 2019.
2
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:
Four Seasons Education Holdings Limited
Peiqing Tian
Item 2(b).Address of Principal Business Office or, if None, Residence:
The principal business office of Four Seasons Education Holdings Limited and Peiqing Tian is 5th Floor, Building C Jin’an 610, No. 610 Hengfeng Road, Jing’an District, Shanghai, PRC 200070.
Item 2(c).Citizenship or Place of Organization:
Four Seasons Education Holdings Limited - British Virgin Islands
Peiqing Tian - 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
Item 3.Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
Not applicable
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 |
|
Four Seasons Education Holdings Limited |
8,809,451 ordinary shares(2) |
36.6% |
8,809,451 ordinary shares |
0 |
8,809,451 ordinary shares |
0 |
|
Peiqing Tian |
9,263,240 ordinary shares(3) |
38.5% |
9,263,240 ordinary shares |
0 |
9,263,240 ordinary shares |
0 |
________________
|
|
(1) |
This percentage is based on 24,037,652 issued and outstanding ordinary shares of the Issuer as of December 31, 2019. |
3
|
|
(3) |
Represents 8,809,451 ordinary shares ultimately owned by Mr. Peiqing Tian through his wholly-owned company, Four Season Education Holdings Limited, 370,456 ordinary shares directly held by Mr. Peiqing Tian in the form of ADSs purchased on the open market, and 83,333 ordinary shares underlying the share options owned by Mr. Peiqing Tian which will vest within 60 days after December 31, 2019. Pursuant to Section 13(d) of the Act, Peiqing Tian may be deemed to have 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
4
After reasonable inquiry and to the best of its knowledge and be lief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2020
|
Four Seasons Education Holdings Limited |
By: |
/s/ Peiqing Tian |
|
|
Name: |
Peiqing Tian |
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
Peiqing Tian |
/s/ Peiqing Tian |
|
5
|
Exhibit No. |
|
Description |
|
99.1* |
|
Joint Filing Agreement, dated February 1, 2019, by and between Four Seasons Education Holdings Limited and Peiqing Tian |
________________
* previously filed
6