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 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ATA Creativity Global
(Name of Issuer)
Common Shares, $0.01 par value per share**
American Depositary Shares
(Title of Class of Securities)
00211V106***
(CUSIP Number)
Jun Zhang
2203, 22nd Floor, Building No. 15, Jianwai Soho,
No. 39 Dong San Huan Zhong Road, Chaoyang District
Beijing 100022, China
Telephone: +86-139-1096-2192
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
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Ning Zhang Morgan, Lewis & Bockius, LLP Beijing Kerry Centre South Tower, Suite 823 No. 1 Guang Hua Road, Chaoyang District, Beijing 100020, China |
David A. Sirignano Morgan, Lewis & Bockius, LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004 United States of America |
December 24, 2019
(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.
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CUSIP No. 00211V106 |
13D |
Page 1 of 4 |
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Names of reporting persons
Jun Zhang |
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2 |
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Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
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3 |
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SEC use only
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4 |
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Source of funds (see instructions)
N/A |
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5 |
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Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
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6 |
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Citizenship or place of organization
People’s Republic of China |
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Number of shares beneficially owned by each reporting person with
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
9,360,0 00 1 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
9,360,000 1 |
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11 |
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Aggregate amount beneficially owned by each reporting person
9,360,000 1 |
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12 |
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Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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13 |
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Percent of class represented by amount in Row (11)
14.7% 2 |
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14 |
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Type of reporting person (see instructions)
IN |
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1 Includes 9,360,000 common shares held by Arts Consulting Limited, which is a British Virgin Islands company. Jun Zhang is the sole director and holds 75% of the issued and outstanding share capital of Arts Consulting Limited. The business address of Arts Consulting Limited is CCS Trustees Limited, Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands.
2 Percentage calculated based on 63,476,808 outstanding Common Shares as of April 22, 2020 as disclosed in the Issuer’s annual report on Form 20-F filed with the Securities Exchange and Commission on April 28, 2020.
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CUSIP No. 00211V106 |
13D |
Page 2 of 4 |
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Names of reporting persons
Arts Consulting Limited |
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2 |
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Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
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3 |
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SEC use only
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4 |
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Source of funds (see instructions)
N/A |
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5 |
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Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
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6 |
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Citizenship or place of organization
British Virgin Islands |
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Number of shares beneficially owned by each reporting person with
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
9,360,000 1 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
9,360,000 1 |
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11 |
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Aggregate amount beneficially owned by each reporting person
9,360,000 1 |
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12 |
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Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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13 |
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Percent of class represented by amount in Row (11)
14.7% 2 |
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14 |
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Type of reporting person (see instructions)
CO |
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1 Includes 9,360,000 common shares held by Arts Consulting Limited, which is a British Virgin Islands company. Jun Zhang is the sole director and holds 75% of the issued and outstanding share capital of Arts Consulting Limited. The business address of Arts Consulting Limited is CCS Trustees Limited, Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands.
2 Percentage calculated based on 63,476,808 outstanding Common Shares as of April 22, 2020 as disclosed in the Issuer’s annual report on Form 20-F filed with the Securities Exchange and Commission on April 28, 2020.
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CUSIP No. 00211V106 |
13D |
Page 3 of 4 |
This Amendment No. 1 (“Amendment No. 1”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2019 (as amended, the “Schedule 13D”) by the Reporting Persons with respect to the common shares, par value $0.01 per share (the “Common Shares”), and American Depositary Shares, each representing two Common Shares (the “ADS”), issued by ATA Creativity Global (the “Issuer”; formerly known as ATA Inc.). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D, unless otherwise defined herein.
Explanatory Note
As previously reported by the Issuer on a current report on Form 6-K filed on December 18, 2019, the Issuer issued 5,662,634 Common Shares to CL-TCC for consideration of $10,022,862.18 in a private placement that closed on December 24, 2019. As a result, the holdings of the Reporting Persons were accordingly diluted, leading to the diminished beneficial ownership of the Issuer that the Reporting Persons are reporting in this Amendment No. 1.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) As of the date of this filing, the Reporting Persons’ beneficial ownership of the Common Share is as follows:
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Name |
Sole Voting and Dispositive Power |
Shared Voting a nd Dispositive Power |
Percentage |
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Jun Zhang |
– |
9,360,000 |
14.7% |
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– |
9,360,000 |
14.7% |
Percentages are based upon 63,476,808 outstanding Common Shares of the Issuer as of April 22, 2020.
(b) Number of shares of Common Share beneficially owned as to which the Reporting Persons have:
(i) shared power to vote or direct the vote:
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Name |
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Number of Shares |
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Jun Zhang |
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9,360,000 |
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Arts Consulting Limited |
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9,360,000 |
(ii) shared power to dispose or direct the disposition:
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Name |
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Number of Shares |
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Jun Zhang |
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9,360,000 |
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Arts Consulting Limited |
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9,360,000 |
(c) No Reporting Persons have engaged in any transactions in the Issuer’s Common Shares in the last 60 days.
(d) and (e): Not applicable.
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CUSIP No. 00211V106 |
13D |
Page 4 of 4 |
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: May 21, 2020
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Jun Zhang |
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/s/ Jun Zhang |
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Arts Consulting Limited |
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By: |
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/s/ Jun Zhang |
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Name: |
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Jun Zhang |
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Title: |
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Director |
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