FEDU Four Seasons Education Cayman Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

FOUR SEASONS EDUCATION (CAYMAN) INC.

(Name of Issuer)

American depositary shares, one of which represents ten ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

35101A101

(CUSIP Number)

December 31, 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:

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).

CUSIP No. 35101A101

CUSIP No. 35101A101

Item 1(a). Name of Issuer: Four Seasons Education (Cayman) Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices: The Issuer’s principal executive offices are located at Room 1301, Zi’an Building, 309 Yuyuan Road, Jing’an District, Shanghai, People’s Republic of China 200040.

Item 2(a). Names of Persons Filing:

This Schedule 13G is being filed by:

(collectively, the “Reporting Persons”)

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the residence of Theodore Walker Cheng De-King is Unit 1502, 15^th Floor, 99 Hennessy Road, Wanchai, Hong Kong.

The principal business address for Sutro Park Ltd. is 46/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.

Item 2(c). Citizenship:

Theodore Walker Cheng De-King is a citizen of Malta.

Sutro Park Ltd. is organized under the laws of the British Virgin Islands.

Item 2(d). Title of Class of Securities: American depositary shares, one of which represents ten ordinary shares, par value $0.0001 per share.

Item 2(e). CUSIP No.: 35101A101

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:

Not Applicable.

Item 4. Ownership.

The information set forth in rows 5 through 11 of the cover pages to this Schedule 13G is incorporated by reference herein for the Reporting Persons. 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

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. Certifications.

The Reporting Persons hereby make the following 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, other than activities solely in connection with a nomination under § 240.14a-11.

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.

LIST OF EXHIBITS

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the American depositary shares, one of which represents ten ordinary shares, par value $0.0001 per share, of Four Seasons Education (Cayman) Inc. dated as of February 14, 2024 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.