Amended Statement of Ownership (sc 13g/a)
24 Maio 2023 - 10:38AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
Bright
Scholar Education Holdings Limited
(Name
of Issuer)
Class
A Ordinary Shares par value of $0.00001 per share
Class
B Ordinary Shares par value of $0.00001 per share
(Title
of Class of Securities)
109199208**
(CUSIP
Number)
April
10, 2023
(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 disclosures provided in a prior
cover page. |
| |
|
| ** |
CUSIP
number 109199208 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the
New York Stock Exchange under the symbol “BEDU.” Each ADS represents four Class A Ordinary Shares. No CUSIP number has
been assigned to ordinary shares of the issuer. |
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).
SCHEDULE
13G
| CUSIP
No. 109199109 |
| 1. |
Names
of Reporting Persons.
Junli
He |
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions). |
| |
(a)
☒ (b) ☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
United
States |
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
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
0 |
| 12. |
Type
of Reporting Person (See Instructions)
IN |
SCHEDULE
13G
| CUSIP
No. 109199109 |
| 1. |
Names
of Reporting Persons.
Wilmington
Trust Company as Trustee of The JAMHE Trust |
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions). |
| |
(a)
☒ (b) ☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
1100
N. Market Street, Wilmington, DE 19890, United States of America |
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
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
0 |
| 12. |
Type
of Reporting Person (See Instructions)
CO |
| Item
1(a). |
Name
of Issuer:
Bright
Scholar Education Holdings Limited |
| |
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices:
No.1,
Country Garden Road
Beijiao
Town, Shunde District, Foshan, Guangdong 528300
The
People’s Republic of China |
| |
| Item
2(a). |
Name
of Person Filing:
Junli
He
The
JAMHE Trust (the “Trust”)
Wilmington
Trust Company (the “Trustee”) |
| |
|
| Item
2(b). |
Address
of Principal Business Office, or, if none, Residence:
Junli
He
10435
Park Commons Drive
Orlando,
FL 32832
United
States of America
The
JAMHE Trust
1100
N. Market Street
Wilmington,
DE 19890
United
States of America
Wilmington
Trust Company
1100
N. Market Street
Wilmington,
DE 19890
United
States of America |
| |
|
| Item
2(c). |
Citizenship:
Mr.
Junli He is a U.S. citizen. The place of organization of the Trustee is 1100 N. Market Street, Wilmington, DE 19890, United States
of America. The Trust is established under the laws of Delaware, United States of America. |
| |
|
| Item
2(d). |
Title
of Class of Securities:
Class
A ordinary shares, par value US$0.00001 per share (the “Class A Ordinary Shares”)
Class
B ordinary shares, par value US$0.00001 per share (the “Class B Ordinary Shares”) |
| |
|
| Item
2(e). |
CUSIP
No.:
109199208
CUSIP
number 109199208 has been assigned to the ADSs of the issuer, which are quoted on the New York Stock Exchange under the symbol “BEDU.”
Each ADS represents four Class A Ordinary Shares. No CUSIP number has been assigned to ordinary shares of the issuer. |
| |
|
| Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
| |
Not
applicable |
The
following information with respect to the ownership of the Class A and Class B Ordinary Shares by each of the reporting persons is provided
as of April 10, 2023:
| 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: | |
Junli He
| |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Wilmington Trust Company as Trustee of The JAMHE Trust | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Item
5. |
Ownership
of Five Percent or Less of a Class |
| |
☒ |
| |
| 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 |
| |
Not
applicable |
| |
| Item
9. |
Notice
of Dissolution of Group |
| |
Not
applicable |
| |
|
| Item
10. |
Certifications |
| |
Not
applicable |
SIGNATURES
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:
May 24, 2023
| |
WILMINGTON
TRUST COMPANY AS TRUSTEE OF THE JAMHE TRUST |
| |
|
| |
By: |
/s/ Sharon
A. Atherholt |
| |
Name:
|
Sharon
A. Atherholt |
| |
Title:
|
Senior
Vice President |
| |
|
| |
JUNLI
HE |
| |
|
| |
By: |
/s/
Junli He |
LIST
OF EXHIBITS
Exhibit 99.1* — Joint Filing Agreement, dated January 21, 2020, by and among the Reporting Persons
*
Previously filed
Bright Scholar Education (NYSE:BEDU)
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