Sec Form 4/A Filing - Zhong Yabin @ HQ Global Education Inc. - 2012-09-05

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zhong Yabin
2. Issuer Name and Ticker or Trading Symbol
HQ Global Education Inc. [ HQGE.OB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
27/F, BOBO FORTUNE CENTER, NO. 368 FURONG ROAD (S)
3. Date of Earliest Transaction (MM/DD/YY)
09/05/2012
(Street)
CHANGSHA CITY, F4410007
4. If Amendment, Date Original Filed (MM/DD/YY)
09/07/2012
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/05/2012 S/K 4,620,000 ( 1 ) D 30,051,500 I By Global Polytechnic Education Group Limited ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zhong Yabin
27/F, BOBO FORTUNE CENTER
NO. 368 FURONG ROAD (S)
CHANGSHA CITY, F4410007
X
Signatures
/s/ Yabin Zhong 09/13/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a share contribution and purchase agreement dated April 21, 2012, as amended on September 5, 2012, with certain shareholders of the Issuer, Global Polytechnic Education Group Limited acquired additional 4,355,500 shares of the Issuer from certain selling shareholders on September 5, 2012. In addition, Guangwen He, Yabin Zhong and Nicestar International Limited contributed their respective shares of the Issuer to Global Polytechnic Education Group Limited on the same date. Yabin Zhong is a 24.7% shareholder of Global Polytechnic Education Group Limited. Yabin Zhong is also a 20% shareholder of Nicestar International Limited which is a 16.1% shareholder of Global Polytechnic Education Group Limited. Yabin Zhong expressly disclaims beneficial ownership of securities held by Global Polytechnic Education Group Limited except to the extent of her pecuniary interest therein.

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