Amended Statement of Ownership (sc 13g/a)
15 February 2022 - 10:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Puxin Limited
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(Name of Issuer)
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Ordinary shares, par value US$0.00005 per share
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(Title of Class of Securities)
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74704P108**
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o 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.
**There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 74704P108 has been assigned to the American Depositary Shares of
the Issuer, which are listed on the New York Stock Exchange under the symbol "NEW". Each American Depositary Share represents 2 Ordinary
Shares.
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).
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CUSIP No. 74704P108
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SCHEDULE 13G/A
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Page 2
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Serenity Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
12,500,000*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
12,500,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.68%**
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12
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TYPE OF REPORTING PERSON
IA
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*The number of shares includes 12,500,000 Ordinary Shares issuable upon conversion
of a convertible note of the Issuer held by Serenity Investment Master Fund Limited.
**Percentage calculated based on 174,730,340 Ordinary Shares issued and outstanding
as of June 30, 2021 as reported by the Issuer, and the 12,500,000 Ordinary Shares issuable upon conversion of a convertible
note of the Issuer held by Serenity Investment Master Fund Limited.
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CUSIP No. 92462J103
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SCHEDULE 13G/A
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Page 3
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Serenity Investment Master Fund Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
12,500,000*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
12,500,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.68%**
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12
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TYPE OF REPORTING PERSON
CO
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*The number of shares includes 12,500,000 Ordinary Shares issuable upon
conversion of a convertible note of the Issuer held by Serenity Investment Master Fund Limited.
**Percentage calculated based on 174,730,340 Ordinary Shares issued and outstanding
as of June 30, 2021 as reported by the Issuer, and the 12,500,000 Ordinary Shares issuable upon conversion of a convertible
note of the Issuer held by Serenity Investment Master Fund Limited
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CUSIP No. 74704P108
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SCHEDULE 13G/A
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Page 4
of 8 Pages
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Item 1.
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(a) Name of Issuer
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Puxin Limited
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(b) Address of Issuer’s Principal
Executive Offices
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5/F, Building 4, Dingjun Building
75 Suzhou Street, Haidian District
Beijing,
100080
People’s Republic of China
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Item 2.
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(a) Name of Person Filing
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This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i)
Serenity Capital LLC - A registered investment adviser and the manager of Serenity Investment Master Fund Limited.
(ii) Serenity Investment Master Fund Limited
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(b) Address
of Principal Business Office, or, if none, Residence
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The
principal address of each of the Reporting Persons is c/o Serenity Capital LLC, 530 Lytton Avenue, Suite 200, Palo Alto,
California 94301.
(i)
Serenity Capital LLC - Delaware, US
(ii)
Serenity Investment Master Fund Limited - Cayman Islands
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(d) Title of Class of Securities
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Ordinary shares, par value US$0.00005 per share
74704P108*
*There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 74704P108 has been assigned to the American Depositary Shares of
the Issuer, which are listed on the New York Stock Exchange under the symbol "NEW". Each American Depositary Share represents 2 Ordinary
Shares.
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CUSIP No. 74704P108
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SCHEDULE 13G/A
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Page 5
of 8 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. 74704P108
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SCHEDULE 13G/A
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Page
6 of 8 Pages
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Item
4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Serenity
Capital LLC and Serenity Investment
Master Fund Limited Ownership as of December 31, 2021.
(a) Amount beneficially owned:
12,500,000*
(b) Percent of class: 6.68%**
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 12,500,000*
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 12,500,000*
*The number of shares includes 12,500,000 Ordinary Shares issuable upon conversion
of a convertible note of the Issuer held by Serenity Investment Master Fund Limited.
**Percentage calculated based on 174,730,340 Ordinary Shares issued and outstanding
as of June 30, 2021 as reported by the Issuer, and the 12,500,000 Ordinary Shares issuable upon conversion of a convertible
note of the Issuer held by Serenity Investment Master Fund Limited.
Item
5. Ownership of Five Percent or Less of a Class
Not Applicable.
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. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
The undersigned acknowledge and agree
that the foregoing statement on SCHEDULE 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on SCHEDULE 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but
shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent
that he or it knows or has reason to believe that such information is inaccurate.
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