13G Filing: Jayhawk Capital Management, L.l.c. and China Cord Blood Corp (NYSE:NYSE: CO)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13G/A

Amendment No. 12

Under the Securities Exchange Act of 1934*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

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 (the “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).

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CUSIP No.

698659109

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
	JHMS Fund, LLC (47-4524143)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,808,432*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,808,432*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,808,432* (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.59%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Includes 4,808,432 shares of common stock, par value $0.0001 per share, held by JHMS Management, LLC and Jayhawk Capital Management, L.L.C.

** Percent of class is based on 73,003,248 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2016 as reported by China Cord Blood Corporation on its Form 6-K filed on February 24, 2017.

CUSIP No.

698659109

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
	JHMS Management, LLC (47-4524095)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,808,432*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,808,432*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,808,432* (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.59%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Includes 4,808,432 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC and Jayhawk Capital Management, L.L.C.

** Percent of class is based on 73,003,248 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2016 as reported by China Cord Blood Corporation on its Form 6-K filed on February 24, 2017.

CUSIP No.

698659109

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
	Jayhawk Capital Management, L.L.C. (48-1172612)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,808,432*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,808,432*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,808,432* (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.59%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Includes 4,808,432 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC and JHMS Management, LLC.

** Percent of class is based on 73,003,248 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2016 as reported by China Cord Blood Corporation on its Form 6-K filed on February 24, 2017.

CUSIP No.

698659109

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
	Jayhawk Private Equity Fund II, L.P. (26-1692972)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,864,800*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,864,800*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,864,800* (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.92%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* Includes 2,864,800 shares of common stock, par value $0.0001 per share, held by Jayhawk Private Equity GP II, L.P. and Jayhawk Private Equity, LLC

** Percent of class is based on 73,003,248 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2016 as reported by China Cord Blood Corporation on its Form 6-K filed on February 24, 2017.

CUSIP No.

698659109

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
	Jayhawk Private Equity GP II, L.P. (26-1692915)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,864,800*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,864,800*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,864,800* (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.92%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* Includes 2,864,800 shares of common stock, par value $0.0001 per share, held by Jayhawk Private Equity Fund II, L.P. and Jayhawk Private Equity, LLC

** Percent of class is based on 73,003,248 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2016 as reported by China Cord Blood Corporation on its Form 6-K filed on February 24, 2017.

CUSIP No.

698659109

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
	Jayhawk Private Equity, LLC (26-1692786)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,864,800 *
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,864,800 *
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,864,800 * (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.92%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Includes 2,864,800 shares of common stock, par value $0.0001 per share, held by Jayhawk Private Equity Fund II, L.P. and Jayhawk Private Equity GP II, L.P.

** Percent of class is based on 73,003,248 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2016 as reported by China Cord Blood Corporation on its Form 6-K filed on February 24, 2017.

CUSIP No.

698659109

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
	Kent C McCarthy Revocable Trust dated October 24, 2003
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Kansas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			230,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			230,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	230,000 (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.32%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Percent of class is based on 73,003,248 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2016 as reported by China Cord Blood Corporation on its Form 6-K filed on February 24, 2017.

CUSIP No.

698659109

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
	Kent C. McCarthy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			7,903,232*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			7,903,232*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,903,232* (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.83%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

*Includes 2,864,800 shares of common stock, par value $0.0001 per share, held by Jayhawk Private Equity Fund II, L.P., 4,808,432 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC, and 230,000 shares of common stock, par value $0.0001 per share, held by the Kent C. McCarthy Revocable Trust dated October 24, 2003.

** Percent of class is based on 73,003,248 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2016 as reported by China Cord Blood Corporation on its Form 6-K filed on February 24, 2017.

Item 4

Ownership:

The information below is as of March 30, 2017.

(a)	Amount beneficially owned:

1.

JHMS Fund, LLC: 4,808,432 *

2.

JHMS Management, LLC: 4,808,432*

3.

Jayhawk Capital Management, L.L.C.: 4,808,432*

4.

Jayhawk Private Equity Fund II, L.P.: 2,864,800**

5.

Jayhawk Private Equity GP II, L.P.: 2,864,800**

6.

Jayhawk Private Equity, LLC: 2,864,800**

7.

Kent C McCarthy Revocable Trust dated October 24, 2003: 230,000

8.

Kent C. McCarthy: 7,903,232***

(b)	Percent of class:

1.

JHMS Fund, LLC: 6.59%

2.

JHMS Management, LLC: 6.59%

3.

Jayhawk Capital Management, L.L.C.: 6.59%

4.

Jayhawk Private Equity Fund II, L.P.: 3.92%

5.

Jayhawk Private Equity GP II, L.P.: 3.92%

6.

Jayhawk Private Equity, LLC: 3.92%

7.

Kent C McCarthy Revocable Trust dated October 24, 2003: 0.32%

8.

Kent C. McCarthy: 10.83%

Percent of class is based on 73,003,248 outstanding shares of common stock, par value $0.0001 per share as of September 30, 2016 as reported by China Cord Blood Corporation on its Form 6-K filed on February 24, 2017.

(c)	Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

1.

JHMS Fund, LLC: 0

2.

JHMS Management, LLC: 0

3.

Jayhawk Capital Management, L.L.C.: 0

4.

Jayhawk Private Equity Fund II, L.P.: 0

5.

Jayhawk Private Equity GP II, L.P.: 0

6.

Jayhawk Private Equity, LLC: 0

7.

Kent C McCarthy Revocable Trust dated October 24, 2003: 0

8.

Kent C. McCarthy: 0

(ii)

Shared power to vote or direct the vote:

1.

JHMS Fund, LLC: 4,808,432*

2.

JHMS Management, LLC: 4,808,432*

3.

Jayhawk Capital Management, L.L.C.: 4,808,432*

4.

Jayhawk Private Equity Fund II, L.P.: 2,864,800**

5.

Jayhawk Private Equity GP II, L.P.: 2,864,800**

6.

Jayhawk Private Equity, LLC: 2,864,800**

7.

Kent C McCarthy Revocable Trust dated October 24, 2003: 230,000

8.

Kent C. McCarthy: 7,903,232***

(iii)

Sole power to dispose or to direct the disposition of:

1.

JHMS Fund, LLC: 0

2.

JHMS Management, LLC: 0

3.

Jayhawk Capital Management, L.L.C.: 0

4.

Jayhawk Private Equity Fund II, L.P.: 0

5.

Jayhawk Private Equity GP II, L.P.: 0

6.

Jayhawk Private Equity, LLC: 0

7.

Kent C McCarthy Revocable Trust dated October 24, 2003: 0

8.

Kent C. McCarthy: 0

(iv)

Shared power to dispose or to direct the disposition of:

1.

JHMS Fund, LLC: 4,808,432*

2.

JHMS Management, LLC: 4,808,432*

3.

Jayhawk Capital Management, L.L.C.: 4,808,432*

4.

Jayhawk Private Equity Fund II, L.P.: 2,864,800**

5.

Jayhawk Private Equity GP II, L.P.: 2,864,800**

6.

Jayhawk Private Equity, LLC: 2,864,800**

7.

Kent C McCarthy Revocable Trust dated October 24, 2003: 230,000

8.

Kent C. McCarthy: 7,903,232***

* Includes 4,808,432 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC, JHMS Management, LLC and Jayhawk Capital Management, L.L.C.

** Includes 2,864,800 shares of common stock, par value $0.0001 per share, held by Jayhawk Private Equity Fund II, LLC, Jayhawk Private Equity GP II, L.P. and Jayhawk Private Equity, LLC

*** Includes 2,864,800 shares of common stock, par value $0.0001 per share, held by Jayhawk Private Equity Fund II, L.P., 4,808,432 shares of common stock, par value $0.0001 per share, held by JHMS Fund, LLC, and 230,000 shares of common stock, par value $0.0001 per share, held by the Kent C. McCarthy Revocable Trust dated October 24, 2003.

Item 10

Certification:

By signing below each party certifies that, to the best of its 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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the parties below certify that the information set forth in this statement is true, complete and correct.

Dated:

March 31, 2017

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