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SCHEDULE 13G
Amendment No. 3
TAL Education Group
Class A Common Stock
Cusip #G8663P108
Cusip #G8663P108
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 2,472,400
Item 6: 0
Item 7: 2,547,200
Item 8: 0
Item 9: 2,547,200
Item 11: 9.229%
Item 12: HC
Cusip #G8663P108
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 2,547,200
Item 8: 0
Item 9: 2,547,200
Item 11: 9.229%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
TAL Education Group
Item 1(b). Name of Issuer's Principal Executive Offices:
18/F, Hesheng Bldg
32 Zhongguancun Ave, Haidian District
Beijing 10080
China
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
G8663P108
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 2,547,200
(b) Percent of Class: 9.229%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 2,472,400
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 2,547,200
(iv) shared power to dispose or to
direct the disposition of: 0
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.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Class A Common Stock of TAL Education Group.
The interest of one person, Fidelity Funds - China Focus Fund,
an investment company registered under the Investment
Company Act of 1940, in the Class A Common Stock of TAL
Education Group, amounted to 2,358,800 shares or 8.546% of
the total outstanding Class A Common Stock at December 31,
2012.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect. I also certify that,
to the best of my knowledge and belief, FIL Limited and its
various non-U.S. investment management subsidiaries
included on this Schedule 13G are subject to a regulatory
scheme substantially comparable to the regulatory scheme
applicable to the functionally equivalent U.S. institutions. I
also undertake to furnish to the Commission staff, upon
request, information that would otherwise be disclosed in a
Schedule 13D with respect to FIL Limited and its various non-
U.S. investment management subsidiaries included on this
Schedule 13G.
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.
February 13, 2013
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
The ownership of one investment company, Fidelity
Funds - China Focus Fund, amounted to 2,358,800 shares or
8.546% of the Class A Common Stock outstanding. Fidelity
Funds - China Focus Fund has its principal business office at
82 Devonshire Street, Boston, Massachusetts 02109.
Pyramis Global Advisors, LLC ("PGALLC"), 900
Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 74,800 shares
or 0.271% of the outstanding Class A Common Stock of TAL
Education Group as a result of its serving as investment
adviser to institutional accounts, non-U.S. mutual funds, or
investment companies registered under Section 8 of the
Investment Company Act of 1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its
control of PGALLC, each has sole dispositive power over 0
shares and sole power to vote or to direct the voting of 0
shares of Class A Common Stock owned by the institutional
accounts or funds advised by PGALLC as reported above.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda, and various foreign-based subsidiaries
provide investment advisory and management services to a
number of non-U.S. investment companies and certain
institutional investors. FIL, which is a qualified institution
under section 240.13d-1(b)(1)(ii), is the beneficial owner of
2,472,400 shares or 8.958% of the Class A Common Stock
outstanding of the Company.
Some or all of the shares of Common Stock of TAL
Education Group owned by the investment companies at
December 31, 2012 may include shares represented by
American Depository Shares.
Partnerships controlled predominantly by members of
the family of Edward C. Johnson 3d, Chairman of FMR LLC
and FIL, or trusts for their benefit, own shares of FIL voting
stock. While the percentage of total voting power represented
by these shares may fluctuate as a result of changes in the total
number of shares of FIL voting stock outstanding from time to
time, it normally represents more than 25% and less than 50%
of the total votes which may be cast by all holders of FIL
voting stock. FMR LLC and FIL are separate and independent
corporate entities, and their Boards of Directors are generally
composed of different individuals.
FMR LLC and FIL are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934" Act) and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR
LLC is making this filing on a voluntary basis as if all of the
shares are beneficially owned by FMR LLC and FIL on a joint
basis.
FIL has sole dispositive power over 2,547,200 shares
owned by the International Funds. FIL has sole power to vote
or direct the voting of 2,472,400 shares and no power to vote
or direct the voting of 0 shares of Class A Common Stock held
by the International Funds as reported above.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 13, 2013, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the Class
A Common Stock of TAL Education Group at December 31,
2012.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
FIL Limited
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008, by and on behalf
of FIL Limited and its direct and indirect
subsidiaries