Amended Statement of Beneficial Ownership (sc 13d/a)
October 15 2019 - 7:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Tarena
International, Inc.
(Name of Issuer)
Ordinary Shares, par value $0.001 per
share
(Title of Class of Securities)
G8675B 105
(CUSIP Number)
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Shaoyun Han
Connion Capital Limited
Learningon Limited
Techedu Limited
c/o Suite 10017, Building E, Zhongkun
Plaza
A18 Bei San Huan West Road
Haidian District, Beijing 100098
People’s Republic of China
+86 (10) 6213-5687
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With copies to:
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700
|
(Name, Address and Telephone Number of
Person Authorized to
Receive Notices and Communications)
October
10, 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. x
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.
* This statement on Schedule 13D (the “Schedule 13D”)
constitutes Amendment No. 4 to the initial Schedule 13D (the “Original Schedule 13D”) filed on July 24, 2015
on behalf of each of Mr. Shaoyun Han (“Mr. Han”), Connion Capital Limited (“Connion”), Learningon
Limited (“Learningon”) and Techedu Limited (“Techedu”, and collectively with Mr. Han, Connion
and Learningon, the “Reporting Persons” ), as amended by the Amendment No.1 to the Original Schedule 13D filed
on September 8, 2017, Amendment No. 2 to the Original Schedule 13D filed on October 13, 2017 and Amendment No. 3 to the Original
Schedule 13D filed on December 10, 2018 on behalf of the Reporting Persons (together with the Original Schedule 13D, the “Original
Filings”) , with respect to the ordinary shares (the “Ordinary Shares”), comprising Class A ordinary
shares, par value $0.001 per share (“Class A Ordinary Shares”), and Class B ordinary shares, par value $0.001
per share (“Class B Ordinary Shares”), of Tarena International, Inc., a Cayman Islands company (the “Company”).
Except as amended hereby, the Original Filings remain in full force and effect. Capitalized terms used but not defined in this
Amendment No. 4 to the Schedule 13D have the meanings ascribed to them in the Original Filings. The Ordinary Shares beneficially
owned by the Reporting Persons (other than Techedu) were previously reported on a Schedule 13G filed on February 10, 2015, as amended
by amendments thereto.
The information required on 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).
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CUSIP No. G8675B 105
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13D
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Page
2 of 7 Pages
|
|
1
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NAMES OF REPORTING PERSONS
Shaoyun Han
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
16,639,192(1) Ordinary Shares
|
|
8
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SHARED VOTING POWER
0
|
|
9
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SOLE DISPOSITIVE POWER
16,639,192(1) Ordinary Shares
|
|
10
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SHARED DISPOSITIVE POWER
0
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,639,192(1) Ordinary Shares
|
|
12
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CHECK 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)
31.1% of the Class A Ordinary Shares(2) (or 31.1%
of the total Ordinary Shares(3) assuming conversion of all outstanding Class B Ordinary Shares into the same number
of Class A Ordinary Shares, representing 68.8% of the total outstanding voting power).
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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|
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(1)
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Representing (i) 7,206,059 Class B Ordinary Shares held by Learningon Limited, (ii) 1,152,183 Class A Ordinary Shares held by Techedu Limited, (iii) 2,000,000 Class A Ordinary Shares held by Moocon Education Limited, (iv) 3,594,439 restricted American depositary shares (“ADSs”) representing 3,594,439 Class A Ordinary Shares held by Connion Capital Limited, (v) 2,193,223 restricted ADSs representing 2,193,223 Class A Ordinary Shares held by Learningon Limited , and (vi) 493,288 Class A Ordinary Shares that Connion Capital Limited may purchase upon exercise of options within 60 days of October 15, 2019. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
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|
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(2)
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Based on 45,873,037 Class A Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 6-K
furnished to the U.S. Securities and Exchange Commission (the “SEC”) on March 12, 2019 and assuming all Class B Ordinary
Shares held by such reporting person are converted into the same number of Class A Ordinary Shares.
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(3)
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Based on 53,079,096 outstanding Ordinary Shares as a single class, being the sum of 45,873,037 Class A Ordinary Shares and
7,206,059 Class B Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 6-K furnished to the
SEC on March 12, 2019, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
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CUSIP No. G8675B 105
|
13D
|
Page
3 of 7 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Connion Capital Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
4,087,727 (4) Ordinary Shares
|
|
8
|
SHARED VOTING POWER
0
|
|
9
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SOLE DISPOSITIVE POWER
4,087,727 (4) Ordinary Shares
|
|
10
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SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,087,727 (4) Ordinary Shares
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% of the Class A Ordinary Shares(5) (or 7.6% of
the total Ordinary Shares(6) assuming conversion of all outstanding Class B Ordinary Shares into the same number of
Class A Ordinary Shares, representing 3.5% of the total outstanding voting power).
|
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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|
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(4)
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Representing (i) 3,594,439 restricted American depositary shares (“ADSs”), representing 3,594,439 Class A Ordinary
Shares held by Connion Capital Limited, and (ii) 493,288 Class A Ordinary Shares that Connion Capital Limited may purchase
upon exercise of options within 60 days of October 15, 2019. Each Class B Ordinary Share is convertible at the option of the
holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any
circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with
respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to ten votes per share,
whereas each Class A Ordinary Share is entitled to one vote per share.
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|
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(5)
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Based on 45,873,037 Class A Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 6-K
furnished to the SEC on March 12, 2019 and assuming all Class B Ordinary Shares held by such reporting person are converted into
the same number of Class A Ordinary Shares.
|
|
|
(6)
|
Based on 53,079,096 outstanding Ordinary Shares as a single class, being the sum of 45,873,037 Class A Ordinary Shares and
7,206,059 Class B Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 6-K furnished to the
SEC on March 12, 2019, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
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CUSIP No. G8675B 105
|
13D
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Page
4 of 7 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Learningon Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
9,399,282(7) Ordinary Shares
|
|
8
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SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
9,399,282(7) Ordinary Shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,399,282(7) Ordinary Shares
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7% of the Class A Ordinary Shares(8) (or 17.7%
of the total Ordinary Shares(9) assuming conversion of all outstanding Class B Ordinary Shares into the same number
of Class A Ordinary Shares, representing 63.0% of the total outstanding voting power).
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
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(7)
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Representing (i) 7,206,059 Class B Ordinary Shares and (ii) 2,193,223 restricted ADSs representing 2,193,223 Class A Ordinary
Shares.
|
|
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(8)
|
Based on 45,873,037 Class A Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 6-K
furnished to the SEC on March 12, 2019 and assuming all Class B Ordinary Shares held by such reporting person are converted into
the same number of Class A Ordinary Shares.
|
|
|
(9)
|
Based on 53,079,096 outstanding Ordinary Shares as a single class, being the sum of 45,873,037 Class A Ordinary Shares and
7,206,059 Class B Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 6-K furnished to the
SEC on March 12, 2019, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
|
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CUSIP No. G8675B 105
|
13D
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Page
5 of 7 Pages
|
|
1
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NAMES OF REPORTING PERSONS
Techedu Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,152,183 (10) Ordinary Shares
|
|
8
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SHARED VOTING POWER
0
|
|
9
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SOLE DISPOSITIVE POWER
1,152,183 (10) Ordinary Shares
|
|
10
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SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,152,183 (10) Ordinary Shares
|
|
12
|
CHECK 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)
2.5% of the Class A Ordinary Shares(11) (or 2.2%
of the total Ordinary Shares(12) assuming conversion of all outstanding Class B Ordinary Shares into the same number
of Class A Ordinary Shares, representing 1.0% of the total outstanding voting power).
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
|
|
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(10)
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Representing 1,152,183 Class A Ordinary Shares.
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(11)
|
Based on 45,873,037 Class A Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 6-K
furnished to the SEC on March 12, 2019 and assuming all Class B Ordinary Shares held by such reporting person are converted into
the same number of Class A Ordinary Shares.
|
|
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(12)
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Based on 53,079,096 outstanding Ordinary Shares as a single class, being the sum of 45,873,037 Class A Ordinary Shares and
7,206,059 Class B Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 6-K furnished to the
SEC on March 12, 2019, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.
|
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended
and supplemented by the following:
On October 10, 2019, Techedu Limited transferred 1,146,059 Class B Ordinary Shares, being all Class B Ordinary Shares
of the Company it held, to Learningon Limited for no consideration. Learningon Limited is ultimately wholly owned by HANQQ
Trust, of which Mr. Shaoyun Han is the settlor and Mr. Shaoyun Han and his family are beneficiaries. Techedu Limited is wholly
owned by Mr. Shaoyun Han. Therefore, the number of Class B Ordinary Shares of the Company beneficially owned by Mr. Shaoyun
Han remained unchanged.
On October 12, 2019, Techedu Limited,
Banyan Enterprises Limited and Banyan Enterprises A Limited entered into an Amendment to the Share Transfer Agreement (the
“Amendment”). The Amendment has amended and restated certain articles contained in the original Share
Transfer Agreement entered into by and among Techedu Limited, Banyan Enterprises Limited and Banyan Enterprises A Limited on
December 7, 2018 therein, regarding the lock-up period of the target shares and the share of profits. On the same date of the
Amendment, Mr. Shaoyun Han and all parties to the Amendment entered into a Personal Guarantee, pursuant to which Mr. Shaoyun
Han personally guarantees the performance of certain obligations under the Share Transfer Agreement dated December 7, 2018,
as amended by the Amendment, regarding the transfer of target shares and indemnification, by Techedu Limited.
Item 5. Interest in Securities of the Issuer.
Item 5(a)–(d) of the Schedule 13D
is hereby amended and restated as follows:
(a)–(b)The responses of each
Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby
incorporated by reference in this Item 5.
Except as disclosed in this Schedule 13D,
none of the Reporting Persons beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.
Except as disclosed in this Schedule 13D,
none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of
any of the Ordinary Shares which it may be deemed to beneficially own.
(c)
Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during
the past 60 days.
(d) Not
Applicable.
(e) Not
Applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships
with Respect to Securities of the Issuer.
With respect to the Original Schedule 13D, Item 6 is hereby
amended by adding the below:
Amendment to Share Purchase Agreement by and among Techedu
Limited, Banyan Enterprises Limited and Banyan Enterprises A Limited
Techedu Limited, Banyan Enterprises Limited and Banyan Enterprises
A Limited entered into an Amendment to the Share Transfer Agreement on October 12, 2019 (the "Amendment"), a copy
of which is attached hereto as Exhibit L. The description of the Amendment contained herein is qualified in its
entirety by reference to Exhibit L, which is incorporated herein by reference. The Amendment has amended and restated
certain articles contained in the original Share Transfer Agreement entered into by and among Techedu Limited, Banyan Enterprises
Limited and Banyan Enterprises A Limited on December 7, 2018 therein, regarding the lock-up period of the target shares and the
share of profits.
Personal Guarantee by and among Mr. Shaoyun Han, Techedu
Limited, Banyan Enterprises Limited and Banyan Enterprises A Limited
Mr. Shaoyun Han, Techedu Limited, Banyan Enterprises Limited
and Banyan Enterprises A Limited entered into a Personal Guarantee on October 12, 2019 (the "Personal Guarantee"),
a copy of which is attached hereto as Exhibit M. The description of the Personal Guarantee contained herein is
qualified in its entirety by reference to Exhibit M, which is incorporated herein by reference. The Personal Guarantee
provides that Mr. Shaoyun Han personally guarantees the performance of certain obligations under the Share Transfer Agreement dated
December 7, 2018, as amended by the Amendment, regarding the transfer of target shares and indemnification, by Techedu Limited.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated as
follows.
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Exhibit No.
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Description
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A
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Joint Filing Agreement dated October 15, 2019 by and among the Reporting Persons.
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B*
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Share Purchase Agreement dated June 13, 2015, by and among KKR Affiliate, GS, and Connion.
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C*
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Share Purchase Agreement dated June 13, 2015, by and among KKR Affiliate, IDG, and Connion.
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D*
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Assignment dated July 10, 2015, by and between Connion and Moocon.
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E*
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Convertible Bond Purchase Agreement dated July 14, 2015, by and among Moocon, Mr. Han, KKR and KKR Affiliate.
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I*
|
Registration Rights Agreement dated July 17, 2015 by and between the Company and KKR Affiliate.
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K*
|
Share Purchase Agreement dated December 7, 2018 by and among Techedu Limited, Banyan Enterprises Limited and Banyan Enterprises A Limited
|
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L
|
Amendment to Share Purchase Agreement dated October 12, 2019 by and among Techedu Limited, Banyan Enterprises Limited and Banyan Enterprises A Limited
|
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M
|
English translation of Personal Guarantee dated October 12, 2019 by and among Mr. Shaoyun Han, Techedu Limited, Banyan Enterprises Limited and Banyan Enterprises A Limited
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-----------------------------------
*Previously filed.
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.
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Date:
October 15, 2019
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Shaoyun
Han
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/s/
Shaoyun Han
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Shaoyun
Han
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Connion
Capital Limited
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By:
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/s/
Shaoyun Han
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Name: Shaoyun
Han
Title: Director
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Learningon
Limited
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By:
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/s/
Shaoyun Han
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Name: Shaoyun
Han
Title: Director
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Techedu
Limited
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By:
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/s/
Shaoyun Han
|
|
|
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Name: Shaoyun
Han
Title: Director
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