Reporting Person
|
|
Amount
beneficially
owned:
|
|
Percent
of class:
|
|
Percent of
aggregate
voting
power:
|
|
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:
|
|
Yanlai Shi
|
|
4,090,131
|
(1)
|
13.2
|
%(2)
|
24.2
|
%(3)
|
4,090,131
|
(1)
|
0
|
|
4,090,131
|
(1)
|
0
|
|
Bloom Star Limited
|
|
1,194,865
|
(4)
|
4.1
|
%(2)
|
13.0
|
%(3)
|
1,194,865
|
(4)
|
0
|
|
1,194,865
|
(4)
|
0
|
|
RYB Education Limited
|
|
1,164,881
|
(5)
|
4.0
|
%(2)
|
9.8
|
%(3)
|
1,164,881
|
(5)
|
0
|
|
1,164,881
|
(5)
|
0
|
|
(1) Represents (i) 1,194,865 Class B ordinary shares held by Bloom Star Limited, a British Virgin Islands company, (ii) 300,741 Class A ordinary shares and 864,140 Class B ordinary shares held by RYB Education Limited, a Cayman Islands company, (iii) 1,695,385 Class A ordinary shares issuable to Noble Hero Holdings Limited, a British Virgin Islands company, upon exercise of option within 60 days after December 31, 2019, and (iv) 35,000 restricted share units issuable to Ms. Yanlai Shi within 60 days after December 31, 2019. Bloom Star Limited, Noble Hero Holdings Limited and RYB Education Limited are all ultimately owned by The Noble Hero Trust, a trust established under the laws of Guernsey and managed by Credit Suisse Trust Limited as the trustee. Ms. Yanlai Shi is the settlor of The Noble Hero Trust, and Ms. Yanlai Shi and her family members are the trusts beneficiaries. Under the terms of this trust, Ms. Yanlai Shi has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares of the Issuer held by Bloom Star Limited, Noble Hero Holdings Limited and RYB Education Limited. Ms. Yanlai Shi is the sole director of each of these companies.
(2) The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 29,213,801 ordinary shares (being the sum of 22,264,660 Class A ordinary shares and 6,949,141 Class B ordinary shares) of the Issuer outstanding as of December 31, 2019 as a single class. In computing the percentage ownership of the Reporting Persons, we have included shares that the Reporting Persons have the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2019.
(3) For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuers Class A and Class B ordinary shares as a single class.
(4) Represents 1,194,865 Class B ordinary shares held by Bloom Star Limited, a British Virgin Islands company.
(5) Represents 300,741 Class A ordinary shares and 864,140 Class B ordinary shares held by RYB Education Limited, a Cayman Islands company.
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 Controlling 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
|
6