SEC Form SC 13G/A filed by Bright Scholar Education Holdings Limited (Amendment)
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 |
| 2 |
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 |
| 3 |
| 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 | |
| 4 |
| Item 4. | Ownership |
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 | |
| 5 |
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 | |
| 6 |
LIST OF EXHIBITS
Exhibit 99.1* — Joint Filing Agreement, dated January 21, 2020, by and among the Reporting Persons
* Previously filed
| 7 |