SEC Form SC 13G/A filed

Four Seasons Education (Cayman) Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

35101A101

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

(1)

  NAME OF REPORTING PERSONS

  Banya Holding Limited

(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

2,100,000 ordinary shares (See Item 4)

(6)

SHARED VOTING POWER

0

(7)

SOLE DISPOSITIVE POWER

2,100,000 ordinary shares (See Item 4)

(8)

SHARED DISPOSITIVE POWER

0

(9)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,100,000 ordinary shares

(10)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

☐      

(11)

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  9.1%¹

(12)

  TYPE OF REPORTING PERSON*

  CO

(1)

  NAME OF REPORTING PERSONS

  Jun Guo

(2)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

☐

(b)

☐

(3)

  SEC USE ONLY

(4)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  People’s Republic of China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

(5)

SOLE VOTING POWER

2,100,000 ordinary shares (See Item 4)

(6)

SHARED VOTING POWER

0

(7)

SOLE DISPOSITIVE POWER

2,100,000 ordinary shares (See Item 4)

(8)

SHARED DISPOSITIVE POWER

0

(9)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,100,000 ordinary shares

(10)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

☐     

(11)

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  9.1%¹

(12)

  TYPE OF REPORTING PERSON*

  IN

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a).

Name of Person Filing:

Item 2(b).

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

Item 2(c).

Citizenship or Place of Organization:

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

Item 3.

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

Item 4.

Ownership:

Number of shares as to which such person has:

Reporting Person

Amount

Beneficially

Owned

Percent of

Class⁽¹⁾

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

Banya Holding Limited

2,100,000 ordinary shares⁽²⁾

9.1%

2,100,000 ordinary shares

0

2,100,000 ordinary shares

0

Jun Guo

2,100,000 ordinary shares⁽²⁾

9.1%

2,100,000 ordinary shares

0

2,100,000 ordinary shares

0

(1)

This percentage is based on 23,131,195 issued and outstanding ordinary shares of the Issuer as of February 29, 2020, as set forth in the Issuer’s annual report on Form 20-F filed on June 24, 2020.

(2)

Represents 2,100,000 ordinary shares directly held by Banya Holding Limited, which is wholly owned by Jun Guo. Pursuant to Section 13(d) of the Act, Jun Guo may be deemed to have beneficial ownership of the ordinary shares held by Banya Holding Limited.

Item 5.

Ownership of Five Percent or Less of a Class:

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Item 8.

Identification and Classification of Members of the Group:

Item 9.

Notice of Dissolution of Group:

Item 10.

Certifications:

Banya Holding Limited

By:

/s/ Jun Guo

Name:

Jun Guo

Title:

Authorized Signatory

Jun Guo

/s/ Jun Guo

Exhibit No.

Description

99.1*

Joint Filing Agreement, dated January 31, 2019, by and between Banya Holding Limited and Jun Guo