SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/13/2020 | 3. Issuer Name and Ticker or Trading Symbol OneSmart International Education Group Ltd [ ONE ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A ordinary shares, par value $0.000001 per share(1) | 318,945,480 | I | See note(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Senior Note | 03/13/2020 | 02/28/2025 | Class A ordinary shares, par value $0.000001 | 148,077,948 | 0.1688 | I | See note(2) |
Explanation of Responses: |
1. Represented by 7,973,637 American Depositary Shares, each of which represents 40 Class A ordinary shares, par value $0.000001 per share. |
2. The reporting persons are Yiheng Capital, LLC ("Yiheng"), Yuanshan Guo and Yiheng Capital Partners, L.P. (the "Partnership"). Yiheng is filing this report for itself and the other reporting persons. Yiheng is the Partnership's general partner and investment adviser, and Mr. Guo is Yiheng's manager. The Partnership holds these securities directly for the benefit of its investors. They are indirectly held by Yiheng as the Partnership's investment adviser and by Mr. Guo as Yiheng's control person. Yiheng and Mr. Guo disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. The reporting persons disclaim membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. |
Yuanshan Guo, Manager of Yiheng Capital, LLC | 03/23/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |