Item 1. Security and Issuer
This statement constitutes Amendment No. 7 (this Amendment) to the Schedule 13D relating to the Class A Ordinary Shares, par value US$0.0001 (Class A Shares) and the American depositary shares (ADSs) of Ambow Education Holding Ltd. (the Issuer), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on November 15, 2011, as amended by Amendment No.1 filed with the SEC on December 5, 2011, Amendment No. 2 filed with the SEC on March 19, 2012, Amendment No. 3 filed with the SEC on March 15, 2013, Amendment No. 4 filed with the SEC on March 25, 2013, Amendment No. 5 filed with the SEC on May 15, 2014 and Amendment No. 6 filed with the SEC on September 10, 2019 (the Schedule 13D), on behalf of Baring Private Equity Asia V Holding (4) Limited, Campus Holdings Limited, The Baring Asia Private Equity Fund V, L.P., The Baring Asia Private Equity Fund V Co-Investment L.P., Baring Private Equity Asia GP V, L.P., Baring Private Equity Asia GP V Limited and Jean Eric Salata (the Reporting Persons), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
This is the final amendment to the Schedule 13D and an exit filing for the Reporting Persons.
Item 4. Purpose of the Transaction
Item 4 of Schedule 13D is hereby supplemented by adding the following:
On November 2, 2020, in accordance with the terms of the SPA, Baring (4) transferred 2,594,067 Class A Shares (including such shares in the form of ADSs) to the Purchasers and Campus transferred 358,336 Class A Shares (including such shares in the form of ADSs) to the Purchasers. Immediately following such transfers, Baring (4) and Campus each held zero Class A Shares and zero ADSs.
The A&R Spin-Rich Share Charge shall be terminated and released upon satisfaction of the terms and conditions set out in the Settlement Agreement.
Item 5. Interest in Securities of the Issuer
Subsection (a), (b), (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) and (b) As of November 2, 2020, each of the Reporting Persons beneficially owned zero Class A Shares and zero ADSs. As such, the Reporting Persons no longer have any voting or dispositive power over any Class A shares or ADSs.
(c) Except as set forth in Item 4, there have been no transactions effected in the Class A Shares during the past 60 days by any of the Reporting Persons.
(e) On November 2, 2020, the Reporting Persons ceased to be the beneficial owners of more than five (5) percent of the Class A Shares and the ADSs.
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