UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 

(Amendment No. )*



Puxin Limited 

(Name of Issuer)

 

Ordinary shares, par value US$0.00005 per share

(Title of Class of Securities)

 

74704P108**

(CUSIP Number)

 

 

March 1, 2021
(Date of Event Which Requires Filing of this Statement)

 

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).

 
 

CUSIP No.  74704P108
 SCHEDULE 13G
Page 2 of 8 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Serenity Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
13,860,000*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
13,860,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,860,000*
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.41%**
12
TYPE OF REPORTING PERSON
 
IA

*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 174,453,992 Ordinary Shares issued and outstanding as of December 31, 2020 as reported by the Issuer, and the additional 12,500,000 Ordinary Shares issuable upon conversion of a convertible note  of the Issuer held by Serenity Investment Master Fund Limited.

 
 
 
 

CUSIP No.  92462J103
 SCHEDULE 13G
Page 3 of 8 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Serenity Investment Master Fund Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
13,860,000*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
13,860,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,860,000*
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.41%**
12
TYPE OF REPORTING PERSON
 
CO
*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 174,453,992 Ordinary Shares issued and outstanding as of December 31, 2020 as reported by the Issuer, and the additional 12,500,000 Ordinary Shares issuable upon conversion of a convertible note  of the Issuer held by Serenity Investment Master Fund Limited
 

 

 

CUSIP No.  74704P108
 SCHEDULE 13G
Page 4 of 8 Pages

 

Item 1. (a) Name of Issuer

Puxin Limited

(b) Address of Issuer’s Principal Executive Offices

Floor 16, Chuangfu Mansion

No. 18 Danling Street, Haidian District

Beijing, 100080

People’s Republic of China

Item 2. (a) Name of Person Filing

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

(b) Address of Principal Business Office, or, if none, Residence

The principal address of each of the Reporting Persons is c/o Serenity Capital LLC, 530 Lytton Avenue, Suite 200, Palo Alto, California 94301.

(c) Citizenship

(i) Serenity Capital LLC - Delaware, US

 

(ii) Serenity Investment Master Fund Limited - Cayman Islands