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/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Puxin Limited |
|
(Name of Issuer) |
|
Ordinary Shares, par value US$0.00005 per share |
|
(Title of Class of Securities) |
|
G7307L 101 |
|
(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(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 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).
|
|
Schedule 13G/A CUSIP No. G7307L 101 |
|
||
|
|
||||
|
1. |
NAMES OF REPORTING PERSONS |
|||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐ |
||
|
|
Not applicable |
(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 77,592,320(1) |
||
|
6. |
SHARED VOTING POWER 0 |
|||
|
7. |
SOLE DISPOSITIVE POWER 77,592,320(1) |
|||
|
8. |
SHARED DISPOSITIVE POWER 0 |
|||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,592,320(1) |
|||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES Not applicable ☐ |
|||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.6% (2) |
|||
|
12. |
TYPE OF REPORTING PERSON*
IN |
|||
(1)Consists of (i) 77,080,000 ordinary shares held by Long bright Limited; and (ii) 256,160 American Depositary Shares (representing 512,320 ordinary shares) held by Yunlong Sha.
(2)Based on 174,025,810 ordinary shares issued and outstanding of the Issuer as of December 31, 2019.
|
|
Schedule 13G/A CUSIP No. G7307L 101 |
|
||
|
|
||||
|
1. |
NAMES OF REPORTING PERSONS |
|||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐ |
||
|
|
Not applicable |
|||
|
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 0 |
||
|
6. |
SHARED VOTING POWER 77,080,000 |
|||
|
7. |
SOLE DISPOSITIVE POWER 0 |
|||
|
8. |
SHARED DISPOSITIVE POWER 77,080,000 |
|||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,080,000 |
|||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES Not applicable |
|||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.3% (1) |
|||
|
12. |
TYPE OF REPORTING PERSON*
CO |
|||
(1) Based on 174,025,810 ordinary shares issued and outstanding of the Issuer as of December 31, 2019.
Puxin Limited
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
Floor 16, Chuangfu Mansion, No. 18 Danling Street, Haidian District
Beijing 100080, the People’s Republic of China
|
Item 2(a). |
Name of Person Filing: |
Yunlong Sha
Long bright Limited
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
Yunlong Sha
Floor 16, Chuangfu Mansion, No. 18 Danling Street, Haidian District
Beijing 100080, the People’s Republic of China
Long bright Limited
Start Chambers, Wickham’s Cay II, P.O. Box 2221
Road Town, Tortola
British Virgin Islands
|
Item 2(c). |
Citizenship: |
Yunlong Sha: People’s Republic of China
Long bright Limited: British Virgin Islands
|
Item 2(d). |
Title of Class of Securities: |
Ordinary shares of the Issuer, par value US$0.00005 per share
|
Item 2(e). |
CUSIP Number: |
G7307L 101
|
Item 3. |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
Not applicable.
|
Item 4. |
Ownership. |
The following information with respect to the ownership of the ordinary shares of par value of $0.00005 per share of Puxin Limited (the “Issuer”) by each of the reporting persons is provided as of December 31, 2019:
|
Reporting Person |
|
Amount beneficially owned: |
|
Percent of class: |
|
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: |
|
Yunlong Sha |
|
77,592,320 |
|
44.6% |
|
77,592,320 |
|
0 |
|
77,592,320 |
|
0 |
|
Long bright Limited |
|
77,080,000 |
|
44.3% |
|
0 |
|
77,080,000 |
|
0 |
|
77,080,000 |
|
Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
Not applicable.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
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.
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 13, 2020
|
YUNLONG SHA |
|
|
By: |
/s/ Yunlong Sha |
|
|
Name: Yunlong Sha |
|
LONG BRIGHT LIMITED |
|
|
By: |
/s/ Yunlong Sha |
|
|
Name: Yunlong Sha |
|
|
Title: Director |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other Reporting Persons (as such term is defined in the Schedule 13G/A referred to below) on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares, par value US$0.00005 per share, of Puxin Limited, a Cayman Islands company, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 13, 2020.
|
Yunlong Sha |
|
/s/ Yunlong Sha |
|
|
|
|
Yunlong Sha |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long bright Limited |
By: |
/s/ Yunlong Sha |
|
|
|
< /td> |
Name: |
Yunlong Sha |
|
|
|
Title: |
Director |
|
|
|
||
|
|
|
||