Amended Statement of Beneficial Ownership (sc 13d/a)
01 September 2016 - 6:40AM
Edgar (US Regulatory)
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OMB
APPROVAL
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OMB
Number: 3235-0145
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UNITED
STATES
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Expires:
February 28, 2009
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SECURITIES
AND EXCHANGE COMMISSION
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Estimated
average burden
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Washington,
D.C. 20549
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hours
per response 15
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SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5 )*
ITT
Educational Services Inc.
(Name
of Issuer)
Common
Stock, Par Value $0.01 Per Share
(Title
of Class of Securities)
45068B109
(CUSIP
Number)
Yude
Zhang
51
Golden Eagle
Irvine, CA 92603
(949) 702-6208
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
30, 2016
(Date
of Event Which Requires Filing of This Statement)
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If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
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* 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 disclosures provided
in a prior cover page.
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The
information required on 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.
45068B109
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1.
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Names
of Reporting Persons.
Yude
Zhang
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☒
(b) ☐
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e)
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☐
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6.
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Citizenship
or Place of Organization
People’s
Republic of China
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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Sole
Voting Power
0
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8.
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Shared Voting
Power
0
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive
Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13.
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Percent
of Class Represented by Amount in Row (11)
0
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No.
45068B109
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1.
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Names
of Reporting Persons.
Zhifeng
Zhang
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☒
(b) ☐
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e)
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☐
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6.
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Citizenship
or Place of Organization
People’s
Republic of China
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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Sole
Voting Power
0
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8.
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Shared Voting
Power
0
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive
Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13.
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Percent
of Class Represented by Amount in Row (11)
0
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No.
45068B109
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1.
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Names
of Reporting Persons.
KHLU
Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☒
(b) ☐
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e)
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☐
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6.
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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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7.
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Sole
Voting Power
0
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8.
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Shared Voting
Power
0
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive
Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13.
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Percent
of Class Represented by Amount in Row (11)
0
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14.
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Type
of Reporting Person (See Instructions)
CO
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Item
1. Security and Issuer.
This
statement relates to shares of common stock, $0.01 par value per share (the “Common Stock”) of ITT Educational Services,
Inc., a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 13000
North Meridian Street, Carmel, IN 46032.
This
Amendment No.5 (the “Amendment”) amends and supplements the Statement on Schedule 13D, filed on May 16, 2016, as amended
by Amendment No. 1 filed on June 20, 2016, Amendment No. 2 filed on July 5, 2016, Amendment No.3. filed on July 29, 201, and Amendment
No.4 filed on August 30, 2016.
This
Amendment is the final amendment to the Schedule 13D and is an exit filing.
Except
as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 of the Schedule 13D is hereby amended by adding the following information after the final paragraph:
As
of August 30, 2016, Mr. the reporting persons ceased to beneficially own any shares of Common Stock (as described in
Item 4).
Item
4. Purpose of Transaction.
Item
4 of the Schedule 13D is hereby amended by adding the following immediately after the final paragraph:
Since
the last filing on August 29, 2016, the reporting persons has sold all remaining shares of Common Stock beneficially held by them
on August 30, 2016 in the public market and as a result ceased to be stockholders of the Issuer.
Item
5. Interest in Securities of the Issuer.
Parts
(a), (b), (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) Each
of the reporting persons beneficially owns 0 shares of Common Stock of the Issuer, representing 0.0% of the Issuer’s outstanding
Common Stock.
(c) On
August 30, 2016, the reporting persons sold all 2,009,382 shares of Common Stock of the Issuer that they then beneficially owned
at an average sale price of $0.37 per share.
(e) Each
of the reporting persons ceased to be a beneficial owner of more than five percent (5%) of the outstanding Common Stock of the
Issuer on August 30, 2016.
SIGNATURE
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.
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August
31, 2016
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Date
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/s/
Yude Zhang
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Signature
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Yude
Zhang
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(Name/Title)
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August
31, 2016
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Date
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/s/
Zhifeng Zhang*
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Signature
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Zhifeng
Zhang
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(Name/Title)
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*By:
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Yude
Zhang
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Attorney-in-Fact
for Zhifeng Zhang
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KHLU
Limited
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August
31, 2016
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Date
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/s/
Yude Zhang
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Signature
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Director
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(Name/Title)
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6
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