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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 3)
(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 RULE 13d-2(b)
China Online Education Group
(Name of Issuer)
American depositary shares, each representing 15 Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
16954L105
(CUSIP Number)
April 22, 2021
(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)
|
CUSIP No. 16954L105
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
Silverhorn Investment Advisors 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
1,344,547
|
||
|
|
6
|
|
SHARED VOTING POWER
0
|
|||
|
|
7
|
|
SOLE DISPOSITIVE POWER
1,344,547
|
|||
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,547
|
||||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%**
|
||||
|
12
|
|
TYPE OF REPORTING PERSON*
IA, CO
|
||||
|
*
|
See instructions before filling out.
|
|
**
|
See ITEM 4 for further information. Per Securities and Exchange Commission guidance, the Reporting Persons treat the ADS representing 15 Class A
ordinary shares, par value $0.0001 per share as one class of securities. The percentage is based upon 193,953,398 Class
A ordinary shares of China Online Education Group (the “Issuer”) outstanding as of December 31, 2020, as reported in the Prospectus Supplement filed
by the Issuer with the Securities and Exchange Commission on April 7, 2021.
|
|
1
|
|
NAME OF REPORTING PERSONS
Silverhorn SPC Ltd
|
||||
|
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
1,344,547
|
||
|
|
6
|
|
SHARED VOTING POWER
0
|
|||
|
|
7
|
|
SOLE DISPOSITIVE POWER
1,344,547
|
|||
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,547
|
|||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%**
|
|
12
|
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
|
*
|
See instructions before filling out.
|
|
|
**
|
See ITEM 4 for further information. Per Securities and Exchange Commission guidance, the Reporting Persons treat the ADS representing 15 Class A
ordinary shares, par value $0.0001 per share as one class of securities. The percentage is based upon 193,953,398 Class
A ordinary shares of China Online Education Group (the “Issuer”) outstanding as of December 31, 2020, as reported in the Prospectus Supplement
filed by the Issuer with the Securities and Exchange Commission on April 7, 2021.
|
|
|
CUSIP No. 16954L105
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
Reto Merazzi
|
||||
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
|
3
|
|
SEC USE ONLY
|
||||
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Swiss Citizen
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||
|
|
6
|
|
SHARED VOTING POWER
1,344,547 |
|||
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
|
8
|
|
SHARED DISPOSITIVE POWER
1,344,547
|
|||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,547
|
||||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%**
|
||||
|
12
|
|
TYPE OF REPORTING PERSON*
IN, HC
|
||||
|
*
|
See instructions before filling out.
|
|
**
|
See ITEM 4 for further information. Per Securities and Exchange Commission guidance, the Reporting Persons treat the ADS representing 15 Class A
ordinary shares, par value $0.0001 per share as one class of securities. The percentage is based upon 193,953,398 Class
A ordinary shares of China Online Education Group (the “Issuer”) outstanding as of December 31, 2020, as reported in the Prospectus Supplement filed
by the Issuer with the Securities and Exchange Commission on April 7, 2021.
|
|
CUSIP No. 16954L105
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
Michael Raza Imam
|
||||
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
|
3
|
|
SEC USE ONLY
|
||||
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Swiss Citizen
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||
|
|
6
|
|
SHARED VOTING POWER
1,344,547 |
|||
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||
|
|
8
|
|
SHARED DISPOSITIVE POWER
1,344,547
|
|||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,547
|
||||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%**
|
||||
|
12
|
|
TYPE OF REPORTING PERSON*
IN, HC
|
||||
|
*
|
See instructions before filling out.
|
|
**
|
See ITEM 4 for further information. Per Securities and Exchange Commission guidance, the Reporting Persons treat the ADS representing 15 Class A
ordinary shares, par value $0.0001 per share as one class of securities. The percentage is based upon 193,953,398 Class
A ordinary shares of China Online Education Group (the “Issuer”) outstanding as of December 31, 2020, as reported in the Prospectus Supplement filed
by the Issuer with the Securities and Exchange Commission on April 7, 2021.
|
AMENDMENT NO. 3 TO SCHEDULE 13G
This Amendment No. 3 to the Schedule 13G (this “Amendment No. 3”) is being filed to update the information set forth
in the initial Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2019, as amended by Amendment No. 1 filed with the SEC on January 13, 2020 and Amendment No. 2 filed with the SEC on February 2, 2021 (the “Schedule
13G”). This Amendment No. 3 is filed on behalf of Silverhorn Investment Advisors Limited, Silverhorn SPC Ltd., Mr. Reto Merazzi, and Mr. Michael Raza Imam to report
their beneficial ownership of American depository shares (“ADS”), each representing 15 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of China Online Education Group (the “Issuer”). The Schedule 13G is hereby
amended and restated to read as follows:
|
Item 1(a)
|
Name of Issuer.
|
China Online Education Group (the “Issuer”)
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices.
|
6th Floor Deshi Building North
Shangdi Street, Haidan District
Beijing 100085, People’s Republic of China
|
Item 2(a)
|
Name of Person Filing.
|
Silverhorn Investment Advisors Limited, a company incorporated with limited liability in Hong Kong (“Silverhorn Advisors”), Silverhorn SPC
Ltd, a British Virgin Islands open-ended investment company registered as a segregated portfolio company (“Silverhorn SPC&
#x201D;), Reto Merazzi and Michael Raza Imam (together with Silverhorn Advisors, Silverhorn SPC and Mr. Merazzi, the “Reporting
Persons”).
|
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence.
|
The address of the Reporting Persons is:
18/F, 100QRC
100 Queen’s Road Central, Hong Kong
|
Item 2(c)
|
Citizenship or Place of Organization.
|
Silverhorn Advisors is a company incorporated with limited liability in Hong Kong. Silverhorn SPC is a British Virgin Islands open-ended investment company
registered as a segregated portfolio company. Mr. Merazzi is a citizen of Switzerland. Michael Raza Imam is a citizen of Switzerland.
|
Item 2(d)
|
Title of Class of Securities.
|
American depositary shares (“ADS”), each representing 15 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”).
|
Item 2(e)
|
CUSIP Number.
|
16954L105
|
Item 3
|
Reporting Person.
|
For Silverhorn Advisors, Mr. Merazzi and Mr. Imam.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
|
|
|
|
|
|
|
|
|
||||
|
|
|
(a)
|
|
☐
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
||||
|
|
|
|
|
|
|||||||
|
|
|
(b)
|
|
☐
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
||||
|
|
|
|
|
|
|||||||
|
|
|
(c)
|
|
☐
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
||||
|
|
|
|
|
|
|||||||
|
|
|
(d)
|
|
☐
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
||||
|
|
|
|
|
|
|||||||
|
|
|
(e)
|
|
☐
|
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
|||||
|
|
|
|
|
|
|||||||
|
|
|
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
||||
|
|
|
|
|
|
|||||||
|
|
|
(g)
|
|
☒
|
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
||||
|
|
|
|
|
|
|||||||
|
|
|
(h)
|
|
☐
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
||||
|
|
|
|
|
|
|||||||
|
|
|
(i)
|
|
☐
|
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
|
|
||||
|
|
|
|
|
|
|||||||
|
|
|
(j)
|
|
☒
|
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
(k)
|
|
☐
|
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the
type of institution: ____.
|
|
||||
|
Item 4
|
Ownership.
|
||||||||||
|
|
(a)
|
As of April 28, 2021, each of the Reporting Persons are the beneficial owners of 1,344,547 ADS representing 20,168,205 Class A Ordinary Shares.
|
|
|
(b)
|
As of April 28, 2021, each of the Reporting Persons are the beneficial owners of 10.4% of the outstanding Class A Ordinary Shares. This percentage is
determined by dividing 20,168,205 Class A Ordinary Shares by 193,953,398, the number of Class A Ordinary Shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange
Commission on April 7, 2021.
|
|
|
(c)
|
Each of Silverhorn SPC and Silverhorn Advisors, as the investment manager of Silverhorn SPC, have sole power to direct the voting and disposition of
the ADS held by Silverhorn SPC reported in Item 4(a). As the directors of Silverhorn SPC and Silverhorn Advisors, Messrs. Merazzi and Imam have shared power to direct the voting and disposition of the ADS held by Silverhorn SPC reported in
Item 4(a).
|
|
Item 5
|
Ownership of Five Percent or Less of a Class.
|
Inapplicable.
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Inapplicable.
|
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
|
Inapplicable.
|
Item 8
|
Identification and Classification of Members of the Group.
|
Inapplicable.
|
Item 9
|
Notice of Dissolution of Group.
|
Inapplicable.
|
Item 10
|
Certification.
|
For Silverhorn Advisors and Messrs. Merazzi and Imam:
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 certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisors is
substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request, information that would otherwise be disclosed
in a Schedule 13D.
For Silverhorn SPC:
By signing below I 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.
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.
Date: April 29, 2021
|
|
|
|
||
|
Silverhorn Investment Advisors Limited
|
||||
|
|
|
|||
|
By:
|
|
/s/ Michael Raza Imam
|
||
|
|
|
Michael Raza Imam, Director
|
||
|
Silverhorn SPC Ltd
|
||||
|
|
|
|||
|
By:
|
|
/s/ Michael Raza Imam
|
||
|
|
|
Michael Raza Imam, Director
|
||
|
/s/ Reto Merazzi
|
||||
|
Reto Merazzi
/s/ Michael Raza Imam
|
||||
|
Michael Raza Imam
|
||||