13D Filing: KKR & Co. L.P. and Tarena International Inc (ADR) (TEDU)

CUSIP No. G8675B 105

SCHEDULE 13D

Page 15 of 22

The following constitutes Amendment No. 3 (the “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission by the undersigned on June 22, 2015, as amended by Amendment No.1, which was filed with the Securities and Exchange Commission on July 14, 2015 and Amendment No.2, which was filed with the Securities and Exchange Commission on September 8, 2017 (the “Original Schedule 13D”).  This Amendment relates to the shares of Class A Ordinary Shares, par value $0.001 per share (the “Class A Ordinary Shares”) of Tarena International, Inc., a limited liability company organized and existing under the laws of Cayman Islands (the “Issuer”).  The Issuer’s principal executive offices are located at Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098, People’s Republic of China.  Except as specifically amended by this Amendment, the Original Schedule 13D remains in full force and effect.  Capitalized terms used but not defined in this Amendment have meanings provided in the Original Schedule 13D.

Item 2.

Identity and Background

(a) and (f), (b) and (c) of Item 2 of the Original Schedule 13D are hereby amended by replacing them in their entirety with the following:

(a) and (f)

This Amendment is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by:

(i)

Talent Fortune Investment Limited, a Cayman Islands exempted limited liability company (“Talent”);

(ii)

Talent Fortune Holdings Limited, a Cayman Islands exempted limited liability company (“Talent Holdings”);

(iii)

KKR China Growth Fund L.P., a Cayman Islands exempted limited partnership (“KKR CGF”);

(iv)

KKR Associates China Growth L.P., a Cayman Islands exempted limited partnership (“KKR Associates”);

(v)

KKR China Growth Limited, a Cayman Islands exempted limited company (“KKR China Growth”);

(vi)

KKR Fund Holdings L.P, a Cayman Islands exempted limited partnership (“KKR Fund Holdings”);

(vii)

KKR Fund Holdings GP Limited, a Cayman Islands limited company (“KKR Fund Holdings GP”),