(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* 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 disclosures 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).
Item 1(a). Name of Issuer:
Tarena International, Inc. (the “Issuer”), a foreign private issuer as defined in Rule 3b-4 of the Act, according to the Issuer’s prospectus on Form 424B4, filed April 3, 2014.
Item 1(b). Address of Issuer’s Principal Executive Offices:
Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098, People’s Republic of China.
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i) Karst Peak Capital Limited (“Karst Peak”); and
ii) Adam Gregory Leitzes (“Mr. Leitzes”).
This Statement relates to the Shares (as defined herein) held for the account of Karst Peak Asia Master Fund, a Cayman Islands entity (“Asia Fund”). Karst Peak serves as investment manager to the Asia Fund. Mr. Leitzes is Chief Investment Officer and sole owner of Karst Peak. In such capacities, Karst Peak and Mr. Leitzes may be deemed to have voting and dispositive power over the Shares held for the account of the Asia Fund.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons is Kinwick Centre, Suite 2105, 32 Hollywood Road, Central, Hong Kong.
Item 2(c). Citizenship:
i) Karst Peak is a company incorporated in Hong Kong with limited liability; and
ii) Mr. Leitzes is a United States citizen.
Item 2(d). Title of Class of Securities:
Class A ordinary shares, par value US$0.001 per share (the “Shares”)
Item 2(e). CUSIP Number:
876108101 (This CUSIP number applies to the Issuer’s ADSs)
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:
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(j) [X] A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J).
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2015, each of the Reporting Persons may be deemed the beneficial owner of 0 Shares.
Item 4(b) Percent of Class:
As of December 31, 2015, each of the Reporting Persons may be deemed the beneficial owner of 0.0% of Shares outstanding.
Item 4(c) Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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0
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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0
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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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
By signing below I further certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Karst Peak Capital Limited, registered with the Securities & Futures Commission of Hong Kong as a Type 9 (asset management) licensed corporation, is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution listed in Rule 13d-1(b)(1)(ii)(E). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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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Karst Peak Capital Limited |
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By:
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/s/ Adam Gregory Leitzes |
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Name: |
Adam Gregory Leitzes |
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Title: |
Chief Investment Officer and sole owner |
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Adam Gregory Leitzes |
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/s/ Adam Gregory Leitzes |
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January 4, 2016
EXHIBIT INDEX
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Ex.
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Page No.
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Joint Filing Agreement |
9 |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A ordinary shares of Tarena International, Inc. dated as of January 4, 2016 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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Karst Peak Capital Limited |
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By:
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/s/ Adam Gregory Leitzes |
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Name: |
Adam Gregory Leitzes |
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Title: |
Chief Investment Officer and sole owner |
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Adam Gregory Leitzes |
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/s/ Adam Gregory Leitzes |
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January 4, 2016