XUE Xueda Education Grp. American Depositary Shares, Each Representing Two Ordinary Shares, $0.0001 Par Value

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Xueda Education Group

(Name of Issuer)

Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

98418W109 (1)

(CUSIP Number)

April 2, 2015

(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)

 

x

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 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).

 

(Continued on following pages) 

 

__________________________________

 

(1) This CUSIP number applies to the Issuer's American Depositary Shares, each representing two Ordinary Shares of the Issuer.

 

CUSIP NO.: 98418W109

 

(1)	NAME OF REPORTING PERSONS
	CDH Xueda Limited (“CDH Xueda”)
(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
			0
		(6)	SHARED VOTING POWER
			0
		(7)	SOLE DISPOSITIVE POWER
			0
		(8)	SHARED DISPOSITIVE POWER
			0
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0%
(12)	TYPE OF REPORTING PERSON
	CO

 

CUSIP NO.: 98418W109

 

(1)	NAME OF REPORTING PERSONS
	CDH Venture Partners, L.P. (“CDH Fund”)
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	¨
					(b)	¨
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER
			0
		(6)	SHARED VOTING POWER
			0
		(7)	SOLE DISPOSITIVE POWER
			0
		(8)	SHARED DISPOSITIVE POWER
			0
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0%
(12)	TYPE OF REPORTING PERSON
	PN

 

CUSIP NO.: 98418W109

 

(1)	NAME OF REPORTING PERSONS
	CDH Venture GP I Company Limited (“GP”)
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	¨
					(b)	¨
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER
			0
		(6)	SHARED VOTING POWER
			0
		(7)	SOLE DISPOSITIVE POWER
			0
		(8)	SHARED DISPOSITIVE POWER
			0
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0%
(12)	TYPE OF REPORTING PERSON
	CO

 

Item 1(a).

Name of Issuer:

 

Xueda Education Group (the “Issuer”)

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

A-4 Xibahe Beili, Chaoyang District
Beijing 100028
People’s Republic of China

 

Item 2(a).

Name of Person Filing:

 

This Schedule 13G is filed by and on behalf of:

 

(a) CDH Xueda Limited;
(b) CDH Venture Partners, L.P.; and
(c) CDH Venture GP I Company Limited.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

For CDH Xueda:

 

c/o CDH Xueda Limited
Kingston Chambers

P.O. Box 173, Road Town, Tortola

British Virgin Islands

 

For CDH Fund:

 

Ugland House, P.O. Box 309GT
South Church Street, George Town
Grand Cayman, KY1-1104
Cayman Islands

 

For GP:

 

Ugland House, P.O. Box 309GT
South Church Street, George Town
Grand Cayman, KY1-1104
Cayman Islands

 

Item 2(c).

Citizenship:

 

CDH Xueda is a British Virgin Islands company. CDH Fund is a Cayman Islands limited liability partnership. GP is a Cayman Islands company.

 

Item 2(d).

Title of Class of Securities:

 

Ordinary shares at par value $0.0001 (“Ordinary shares”)

 

Item 2(e).

CUSIP Number:

 

98418W109

 

Item 3.

Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

 

Not applicable

 

 

Item 4

Ownership:

 

CDH Xueda is 100% owned by CDH Fund, whose general partner is GP. GP has the power to direct CDH Fund as to the voting and disposition of any Ordinary Shares directly and indirectly held by CDH Fund. As of the date of the filing of this statement, neither CDH Xueda, CDH Fund nor GP may be deemed to beneficially own any ordinary shares of the Issuer.

 

			Number of shares as to which such person has:
Reporting Person	Amount Beneficially Owned	Percent of Class	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
CDH Xueda	0	0%	0	0	0	0
CDH Fund	0	0%	0	0	0	0
GP	0	0%	0	0	0	0

 

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 of securities, check the following box: x

 

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:

 

The members of this group are set forth as reporting persons on Schedule 13G.

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable

 

Item 10.

Certifications:

 

Not applicable

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 2, 2015

 

	CDH Xueda Limited
	By:	/s/ William Hsu
		Name: William Hsu Title: Director

 

	CDH Venture Partners, L.P.   By: CDH Venture GP I Company Limited, its general partner
	By:	/s/ William Hsu
		Name: William Hsu Title: Director

 

	CDH Venture GP I Company Limited
	By:	/s/ William Hsu
		Name: William Hsu Title: Director

 

[Signature Page to Schedule 13G/A]

 

 

LIST OF EXHIBITS

 

Exhibit No.		Description
A		Joint Filing Agreement

 

 

Exhibit A

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share, of Xueda Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]

 

 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 2, 2015.

 

	CDH Xueda Limited
	By:	/s/ William Hsu
		Name: William Hsu Title: Director

 

	CDH Venture Partners, L.P.   By: CDH Venture GP I Company Limited, its general partner
	By:	/s/ William Hsu
		Name: William Hsu Title: Director

 

	CDH Venture GP I Company Limited
	By:	/s/ William Hsu
		Name: William Hsu Title: Director

 

[Signature Page to Joint Filing Agreement, Schedule 13G/A]