Filing Details
- Accession Number:
- 0001564590-18-001811
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-12 07:03:40
- Filed By:
- Peiqing Tian
- Company:
- Four Seasons Education (Cayman) Inc. (NYSE:FEDU)
- Filing Date:
- 2018-02-12
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Four Seasons Education Holdings Limited | 9,666,667 | 0 | 9,666,667 | 0 | 9,666,667 | 40.2% |
| Peiqing Tian | 9,666,667 | 0 | 9,666,667 | 0 | 9,666,667 | 40.2% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Four Seasons Education (Cayman) Inc. |
|
|
| (Name of Issuer) |
|
|
| Ordinary Shares |
|
|
| (Title of Class of Securities) |
|
|
| 35101A101 |
|
|
| (CUSIP Number) |
|
|
| December 31, 2017 |
|
|
| (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)
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)
CUSIP NO.:35101A101
| (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 | ||||
|
| 9,666,667 ordinary shares (See Item 4) | |||||
| (6) | SHARED VOTING POWER | |||||
|
| 0 | |||||
| (7) | SOLE DISPOSITIVE POWER | |||||
|
| 9,666,667 ordinary shares (See Item 4) | |||||
| (8) | SHARED DISPOSITIVE POWER | |||||
|
| 0 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
|
| 9,666,667 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) | |||||
|
| 40.2%1 | |||||
| (12) | TYPE OF REPORTING PERSON* | |||||
|
| CO | |||||
________________
1 As a percentage of 24,026,591 ordinary shares of the Issuer.
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 | ||||
|
| 9,666,667 ordinary shares (See Item 4) | |||||
| (6) | SHARED VOTING POWER | |||||
|
| 0 | |||||
| (7) | SOLE DISPOSITIVE POWER | |||||
|
| 9,666,667 ordinary shares (See Item 4) | |||||
| (8) | SHARED DISPOSITIVE POWER | |||||
|
| 0 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
|
| 9,666,667 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) | |||||
|
| 40.2%1 | |||||
| (12) | TYPE OF REPORTING PERSON* | |||||
|
| IN | |||||
________________
1 As a percentage of 24,026,591 ordinary shares of the Issuer.
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 | 9,666,667 ordinary shares(2) | 40.2% | 9,666,667 ordinary shares | 0 | 9,666,667 ordinary shares | 0 |
| Peiqing Tian | 9,666,667 ordinary shares(2) | 40.2% | 9,666,667 ordinary shares | 0 | 9,666,667 ordinary shares | 0 |
________________
|
| (1) | This percentage is based on 24,026,591 ordinary shares issued and outstanding as of January 16, 2018, as reported in the Company’s third quarter of fiscal year 2018 unaudited financial results on Form 6-K filed with the Securities and Exchange Commission on January 16, 2018. |
3
|
| (2) | Represents 9,666,667 ordinary shares directly held by Four Seasons Education Holdings Limited, which is wholly owned by Peiqing Tian. Pursuant to Section 13(d) of the Act, Peiqing Tian may be deemed to 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
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 7, 2018
| Four Seasons Education Holdings Limited | By: | /s/ Peiqing Tian |
|
| Name: | Peiqing Tian |
|
| Title: | Authorized Signatory |
|
|
|
|
| Peiqing Tian | /s/ Peiqing Tian | |
5
LIST OF EXHIBITS
| Exhibit No. |
| Description |
| 99.1 |
| Joint Filing Agreement |
6