UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
| TAL Education Group |
| (Name of Issuer) |
|
|
| American Depository Shares |
| (Title of Class of Securities) |
|
|
| 874080104 |
| (CUSIP Number) |
|
|
| December
31, 2015 |
| (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.
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. 874080104
|
SCHEDULE 13G/A
|
Page 2
of 7 Pages
|
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1
|
NAME OF REPORTING PERSONS
Robert Karr
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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3
|
SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
766,053
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
766,053
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
766,053
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
|
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 874080104
|
SCHEDULE 13G/A
|
Page
4 of 7 Pages
|
| Item 1. | | (a) Name of Issuer |
TAL
Education Group
| | (b) Address of Issuer’s Principal
Executive Offices |
12/F, Danling SOHO
No. 6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
| Item 2. | | (a) Name of Person Filing |
Joho
Capital L.L.C.
Robert
Karr
| | (b) Address
of Principal Business Office, or, if none, Residence |
55
East 59th Street, 15th Floor
New York, NY 10022
United States
Please
refer to Item 4 on each cover sheet for each filing person
| | | (d) Title of Class of Securities |
American Depository Shares
874080104
|
CUSIP No. 874080104
|
SCHEDULE 13G/A
|
Page 5
of 7 Pages
|
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(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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Item
5. Ownership of Five Percent or Less of a Class
X
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. 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.
