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SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Fir Tree, L.L.C. (Last) (First) (Middle) 51 BEDFORD ROAD SUITES 3 & 4 (Street) KATONAH NY 10536 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHINACAST EDUCATION CORP [ CAST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/24/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Warrants	$0.4	08/24/2012		J(1)		1,364,864		08/24/2012	08/24/2017	Common Stock	1,364,864	$1	1,364,864(3)	I	See Footnote(2)
Warrants	$0.4	08/24/2012		J(1)		1,146,952		08/24/2012	08/24/2017	Common Stock	1,146,952	$1	1,146,952(3)	I	See Footnote(2)
Warrants	$0.4	08/24/2012		J(1)		217,912		08/24/2012	08/24/2017	Common Stock	217,912	$1	217,912(3)	I	See Footnote(2)

1. Name and Address of Reporting Person* Fir Tree, L.L.C. (Last) (First) (Middle) 51 BEDFORD ROAD SUITES 3 & 4 (Street) KATONAH NY 10536 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Camellia Partners, LLC (Last) (First) (Middle) 51 BEDFORD ROAD SUITES 3 & 4 (Street) KATONAH NY 10536 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TANNENBAUM JEFFREY (Last) (First) (Middle) 505 FIFTH AVENUE 23RD FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fredman Andrew (Last) (First) (Middle) 7301 SW 57TH COURT SUITE 410 (Street) SOUTH MIAMI FL 33143 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On August 24, 2012, the Issuer entered into a related series of warrants (the "Warrants") with Fir Tree Value Master Fund ("Fir Tree Value") and Fir Tree Capital Opportunity Master Fund, L.P. ("Fir Tree Capital") pursuant to the Notes and Warrants Purchase Agreement, dated as of April 10, 2012, the Borrowing Notice and Acknowledgement, dated as of May 18, 2012 and the Notes and Warrants Purchase Agreement, dated as of August 24, 2012, each by and among the Issuer, Fir Tree Value, Fir Tree Capital and other shareholders of the Company. Pursuant to these agreements, in total, the Issuer was required to issue 1,146,952 Warrants to Fir Tree Value and 217,912 Warrants to Fir Tree Capital; each such Warrant entitling the holder thereof to purchase one share of Common Stock of the Issuer at an initial exercise price of $0.40 per share, as may be adjusted from time to time in the event of ordinary stock splits, stock dividends and recapitalizations.

2. Fir Tree, L.L.C., the general partner of Fir Tree Value, and Camellia Partners, LLC, the general partner of Fir Tree Capital, hold indirectly the Common Stock of the Issuer through the accounts of Fir Tree Value and Fir Tree Capital; Jeffrey Tannenbaum, the principal of Fir Tree, L.L.C. and Camellia Partners, LLC, and Andrew Fredman, a principal of Camellia Partners, LLC, at the time of the purchase of the warrants, controlled the disposition and voting of the Common Stock of the Issuer. Fir Tree, L.L.C. receives a performance-based allocation from Fir Tree Value and Camellia Partners, LLC receives a performance-based allocation from Fir Tree Capital.

3. The filing of this Form 4 shall not be construed as an admission that Fir Tree, L.L.C., Camellia Partners, LLC, Jeffrey Tannenbaum or Andrew Fredman (the "Reporting Persons") is or was for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the 7,817,286 shares of Common Stock of the Issuer owned by Fir Tree Value and Fir Tree Capital. Pursuant to Rule 16a-1, the Reporting Persons disclaim all such beneficial ownership.

	/s/ Jeffrey Tannenbaum, Principal of Fir Tree, L.L.C.	08/28/2012
	/s/ Jeffrey Tannenbaum, Principal of Camellia Partners, LLC	08/28/2012
	/s/ Jeffrey Tannenbaum	08/28/2012
	s/ Andrew Fredman	08/28/2012
	** Signature of Reporting Person	Date
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