Statement of Ownership (sc 13g)
February 14 2018 - 6:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CHINA ONLINE
EDUCATION GROUP
(Name of Issuer)
American Depositary Shares (ADS), each representing Fifteen Class A Ordinary Shares, par value $0.0001 per share
(Title of Class Securities)
16954L105
(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 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 the disclosure provided in a prior cover page.
|
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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form
displays a currently valid OMB control number
.
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CUSIP No. 16954L105
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Page
2
of 12 Pages
|
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|
|
|
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|
|
|
1
|
|
N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
D
ALTON
I
NVESTMENTS
LLC
|
|
2
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☒
|
|
3
|
|
SEC
USE
ONLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
California, United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
0
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
403,038
|
|
|
7
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
403,038
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
403,038
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
|
|
11
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
9.29%
1
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
IA
|
|
1
|
The percentage is based upon 65,064,128 Class A ordinary shares of the Issuer outstanding as of December 31, 2016, as set forth in China Online’s Annual Report on Form 20-F for the year ended
December 31, 2016, which was filed with the Securities and Exchange Commission on April 25, 2017.
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CUSIP No. 16954L105
|
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Page
3
of 12 Pages
|
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|
|
|
|
|
|
|
|
1
|
|
N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
J
AMES
B. R
OSENWALD
III
|
|
2
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☒
|
|
3
|
|
SEC
USE
ONLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
0
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
403,038
|
|
|
7
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
403,038
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
403,038
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
|
|
11
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
9.29%
2
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
IN
|
|
2
|
The percentage is based upon 65,064,128 Class A ordinary shares of the Issuer outstanding as of December 31, 2016, as set forth in China Online’s Annual Report on Form 20-F for the year ended
December 31, 2016, which was filed with the Securities and Exchange Commission on April 25, 2017.
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CUSIP No. 16954L105
|
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Page
4
of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
S
TEVEN
P
ERSKY
|
|
2
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☒
|
|
3
|
|
SEC
USE
ONLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
0
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
403,038
|
|
|
7
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
403,038
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
403,038
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
|
|
11
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
9.29%
3
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
IN
|
|
3
|
The percentage is based upon 65,064,128 Class A ordinary shares of the Issuer outstanding as of December 31, 2016, as set forth in China Online’s Annual Report on Form 20-F for the year ended
December 31, 2016, which was filed with the Securities and Exchange Commission on April 25, 2017.
|
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|
CUSIP No. 16954L105
|
|
Page
5
of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
G
IFFORD
C
OMBS
|
|
2
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☒
|
|
3
|
|
SEC
USE
ONLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
0
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
403,038
|
|
|
7
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
403,038
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
403,038
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
|
|
11
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
9.29%
4
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
IN
|
|
4
|
The percentage is based upon 65,064,128 Class A ordinary shares of the Issuer outstanding as of December 31, 2016, as set forth in China Online’s Annual Report on Form 20-F for the year ended
December 31, 2016, which was filed with the Securities and Exchange Commission on April 25, 2017.
|
|
|
|
|
|
CUSIP No. 16954L105
|
|
Page
6
of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
B
ELITA
O
NG
|
|
2
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☒
|
|
3
|
|
SEC
USE
ONLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
0
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
403,038
|
|
|
7
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
403,038
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
403,038
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
|
|
11
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
9.29%
5
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
IN
|
|
5
|
The percentage is based upon 65,064,128 Class A ordinary shares of the Issuer outstanding as of December 31, 2016, as set forth in China Online’s Annual Report on Form 20-F for the year ended
December 31, 2016, which was filed with the Securities and Exchange Commission on April 25, 2017.
|
|
|
|
|
|
CUSIP No. 16954L105
|
|
Page
7
of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
N
AME
OF
R
EPORTING
P
ERSONS
.
I.R.S. I
DENTIFICATION
N
OS
.
OF
ABOVE
PERSONS
(
ENTITIES
ONLY
).
E
RIN
L
AVELLE
|
|
2
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(S
EE
I
NSTRUCTIONS
)
(
A
) ☐ (
B
) ☒
|
|
3
|
|
SEC
USE
ONLY
|
|
4
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
S
OLE
V
OTING
P
OWER
0
|
|
|
6
|
|
S
HARED
V
OTING
P
OWER
403,038
|
|
|
7
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
|
8
|
|
S
HARED
D
ISPOSITIVE
P
OWER
403,038
|
|
9
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
403,038
|
|
10
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(9) E
XCLUDES
C
ERTAIN
S
HARES
(S
EE
I
NSTRUCTIONS
)
|
|
11
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(9)
9.29%
6
|
|
12
|
|
T
YPE
OF
R
EPORTING
P
ERSON
(S
EE
I
NSTRUCTIONS
)
IN
|
|
6
|
The percentage is based upon 65,064,128 Class A ordinary shares of the Issuer outstanding as of December 31, 2016, as set forth in China Online’s Annual Report on Form 20-F for the year ended
December 31, 2016, which was filed with the Securities and Exchange Commission on April 25, 2017.
|
Page
8
of 12 Pages
Item 1.
China Online Education Group
|
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(b)
|
Address of Issuer’s Principal Executive Offices
|
Deshi Building North
6
th
Floor, Shangdi Street
Haidian District 100085
Beijing,
People’s Republic of China
Item 2.
|
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(a)
|
Name of Person Filing
|
This statement on Schedule 13G is filed by the entities and persons
listed below collectively, the “Reporting Persons”).
The Management Companies
Dalton Investments LLC, a California limited liability company (“Dalton”), is the investment manager of one or more advisory clients.
The Individual Reporting Persons
Each of the following persons is a member of Dalton’s management committee: James B. Rosenwald III, Steven Persky, Gifford Combs, Belita
Ong and Erin Lavelle.
|
|
(b)
|
Address of Principal Business office or, if None, Residence
|
1601 Cloverfield Blvd., Suite
5050N
Santa Monica, CA 90404
Please refer to Item 4 on each cover sheet for each filing person
|
|
(d)
|
Title of Class of Securities
|
American Depositary Shares (ADS), each representing Fifteen
Class A Ordinary Shares, par value $0.0001 per share.
Page
9
of 12 Pages
16954L105
|
Item 3.
|
If this statement is filed pursuant to §§
240.13d-1(b),
or
240.13d-2(b)
or (c), check whether the person filing is a:
|
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|
|
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(a)
|
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☐
|
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
|
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(b)
|
|
☐
|
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
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(c)
|
|
☐
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
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|
|
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(d)
|
|
☐
|
|
Investment company registered under section 8 of the Investment Company Act (15 U.S.C.
80a-8).
|
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|
|
|
|
(e)
|
|
☒
|
|
An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E).*
|
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|
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(ii)(F).
|
|
|
|
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|
(g)
|
|
☐
|
|
A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).**
|
|
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|
(h)
|
|
☐
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
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(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).
|
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|
|
|
|
(j)
|
|
☐
|
|
Group in accordance with §
240.13d-1(b)(ii)(J).
|
For each Reporting Person:
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number
of shares to which each Reporting Person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
Page
10
of 12 Pages
Please see Items 5 – 9 and 11 on each cover sheet for each Reporting Person.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following ☐
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
N/A
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
N/A
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Item 2.
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
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 or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page
11
of 12 Pages
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: February 1, 2018
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Dalton Investments LLC
|
|
|
|
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By:
|
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/s/ James B. Rosenwald III
|
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Name: James B. Rosenwald III
|
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Title: Managing Member
|
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/s/ Steven Persky
|
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Steven Persky
|
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/s/ Gifford Combs
|
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Gifford Combs
|
|
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/s/ Belita Ong
|
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Belita Ong
|
|
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/s/ Erin Lavelle
|
|
Erin Lavelle
|
Page
1
2 of 12 Pages
Exhibit A
Joint Filing Agreement Pursuant to Rule
13d-1
This agreement is made pursuant to Rule
13d-l(k)(1)
under the Securities and Exchange Act of 1934, as amended (the
“Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making
a joint filing under Rule
13d-1.
Date: February 1, 2018
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Dalton Investments LLC
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By:
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/s/ James B. Rosenwald III
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Name: James B. Rosenwald III
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Title: Managing Member
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/s/ Steven Persky
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Steven Persky
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/s/ Gifford Combs
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Gifford Combs
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/s/ Belita Ong
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Belita Ong
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/s/ Erin Lavelle
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Erin Lavelle
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