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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A*
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b)
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(Amendment No. 1)*
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New Oriental Education & Technology Group Inc.
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(Name of Issuer)
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Common Shares, par value $0.01 per share
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(Title of Class of Securities)
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647581107
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(CUSIP Number)
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December 31, 2010
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 19 Pages)
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______________________________
*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).
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CUSIP No. 647581107
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13G/A
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Page 2 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Spruce, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
65,152 shares of Common Stock based on direct ownership of 16,288 American depositary shares
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
65,152 shares of Common Stock based on direct ownership of 16,288 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,152 shares of Common Stock based on direct ownership of 16,288 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 647581107
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13G/A
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Page 3 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Balsam, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
142,636 shares of Common Stock based on direct ownership of 35,659 American depositary shares
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
142,636 shares of Common Stock based on direct ownership of 35,659 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,636 shares of Common Stock based on direct ownership of 35,659 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 647581107
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13G/A
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Page 4 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Sequoia, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(b) ¨
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3
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SEC USE ONLY
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|||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
119,384 shares of Common Stock based on direct ownership of 29,846 American depositary shares
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
119,384 shares of Common Stock based on direct ownership of 29,846 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,384 shares of Common Stock based on direct ownership of 29,846 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 647581107
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13G/A
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Page 5 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Dragon Pine, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
2,351,516 shares of Common Stock based on direct ownership of 587,879 American depositary shares
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
2,351,516 shares of Common Stock based on direct ownership of 587,879 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,351,516 shares of Common Stock based on direct ownership of 587,879 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 647581107
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13G/A
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Page 6 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Cascade, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(b) ¨
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3
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SEC USE ONLY
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|||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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||||
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6
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SHARED VOTING POWER
3,687,700 shares of Common Stock based on direct ownership of 921,925 American depositary shares
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7
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SOLE DISPOSITIVE POWER
-0-
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|||||
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8
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SHARED DISPOSITIVE POWER
3,687,700 shares of Common Stock based on direct ownership of 921,925 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,687,700 shares of Common Stock based on direct ownership of 921,925 American depositary shares
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|||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 647581107
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13G/A
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Page 7 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Sierra, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(b) ¨
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3
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SEC USE ONLY
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|||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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||||
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6
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SHARED VOTING POWER
179,396 shares of Common Stock based on direct ownership of 44,849 American depositary shares
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|||||
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7
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SOLE DISPOSITIVE POWER
-0-
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|||||
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8
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SHARED DISPOSITIVE POWER
179,396 shares of Common Stock based on direct ownership of 44,849 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,396 shares of Common Stock based on direct ownership of 44,849 American depositary shares
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|||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
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12
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TYPE OF REPORTING PERSON**
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 647581107
|
13G/A
|
Page 8 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Pine Associates LLC
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|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(b) ¨
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3
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SEC USE ONLY
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|||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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||||
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6
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SHARED VOTING POWER
327,172 shares of Common Stock based on direct ownership of 81,793 American depositary shares
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|||||
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7
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SOLE DISPOSITIVE POWER
-0-
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|||||
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8
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SHARED DISPOSITIVE POWER
327,172 shares of Common Stock based on direct ownership of 81,793 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,172 shares of Common Stock based on direct ownership of 81,793 American depositary shares
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|||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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|||||
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12
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TYPE OF REPORTING PERSON**
OO
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|||||
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 647581107
|
13G/A
|
Page 9 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Pine Members LLC
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|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(b) ¨
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||||
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3
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SEC USE ONLY
|
|||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
-0-
|
||||
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6
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SHARED VOTING POWER
6,218,612 shares of Common Stock based on direct ownership of 1,554,653 American depositary shares
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|||||
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7
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SOLE DISPOSITIVE POWER
-0-
|
|||||
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8
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SHARED DISPOSITIVE POWER
6,218,612 shares of Common Stock based on direct ownership of 1,554,653 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,218,612 shares of Common Stock based on direct ownership of 1,554,653 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
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|||||
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12
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TYPE OF REPORTING PERSON**
OO
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|||||
** SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP No. 647581107
|
13G/A
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Page 10 of 19 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Pine Capital LLC
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|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(b) ¨
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||||
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3
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SEC USE ONLY
|
|||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
-0-
|
||||
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6
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SHARED VOTING POWER
3,238,800 shares of Common Stock based on direct ownership of 809,700 American depositary shares
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|||||
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7
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SOLE DISPOSITIVE POWER
-0-
|
|||||
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8
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SHARED DISPOSITIVE POWER
3,238,800 shares of Common Stock based on direct ownership of 809,700 American depositary shares
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|||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,238,800 shares of Common Stock based on direct ownership of 809,700 American depositary shares
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|||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
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|||||
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12
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TYPE OF REPORTING PERSON**
IA
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP No. 647581107
|
13G/A
|
Page 11 of 19 Pages
|
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen F. Mandel, Jr.
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|||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) x
(b) ¨
|
||||
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3
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SEC USE ONLY
|
|||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
|
6
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SHARED VOTING POWER
9,784,584 shares of Common Stock based on direct ownership of 2,446,146 American depositary shares
|
|||||
|
7
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SOLE DISPOSITIVE POWER
-0-
|
|||||
|
8
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SHARED DISPOSITIVE POWER
9,784,584 shares of Common Stock based on direct ownership of 2,446,146 American depositary shares
|
|||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,784,584 shares of Common Stock based on direct ownership of 2,446,146 American depositary shares
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
|
|||||
|
12
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TYPE OF REPORTING PERSON**
IN
|
|||||
** SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP No. 647581107
|
13G/A
|
Page 12 of 19 Pages
|
|
Item 1 (a).
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NAME OF ISSUER.
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New Oriental Education & Technology Group Inc. (the "Issuer").
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
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No. 6 Hai Dian Zhong Street
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Haidian District
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Beijing 100080, The People’s Republic of China
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Item 2 (a).
|
NAME OF PERSON FILING:
|
|
This statement is filed by:
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||
|
(i)
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Lone Spruce, L.P., a Delaware limited partnership ("Lone Spruce"), with respect to the American depositary shares (defined in Item 4A.(a) below) directly owned by it;
|
|
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(ii)
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Lone Balsam, L.P., a Delaware limited partnership ("Lone Balsam"), with respect to the American depositary shares directly owned by it;
|
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|
(iii)
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Lone Sequoia, L.P., a Delaware limited partnership ("Lone Sequoia"), with respect to the American depositary shares directly owned by it;
|
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|
(iv)
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Lone Dragon Pine, L.P., a Delaware limited partnership ("Lone Dragon Pine"), with respect to the American depositary shares directly owned by it;
|
|
|
(v)
|
Lone Cascade, L.P., a Delaware limited partnership ("Lone Cascade"), with respect to the American depositary shares directly owned by it;
|
|
|
(vi)
|
Lone Sierra, L.P., a Delaware limited partnership ("Lone Sierra"), with respect to the American depositary shares directly owned by it;
|
|
|
(vii)
|
Lone Pine Associates LLC, a Delaware limited liability company ("Lone Pine Associates"), with respect to the American depositary shares directly owned by Lone Spruce, Lone Balsam and Lone Sequoia;
|
|
|
(viii)
|
Lone Pine Members LLC, a Delaware limited liability company ("Lone Pine Members"), with respect to the American depositary shares directly owned by Lone Dragon Pine, Lone Cascade and Lone Sierra;
|
|
|
(ix)
|
Lone Pine Capital LLC, a Delaware limited liability company ("Lone Pine Capital"), which serves as investment manager to Lone Cypress, Ltd.("Lone Cypress"), Lone Kauri, Ltd. ("Lone Kauri"), Lone Monterey Master Fund, Ltd ("Lone Monterey Master Fund") and Lone Himalayan Pine Master Fund, Ltd. ("Lone Himalayan Pine Master Fund"), each a Cayman Islands exempted company, with respect to the American depositary shares directly owned by each of Lone Cypress, Lone Kauri, Lone Monterey Master Fund and Lone Himalayan Pine Master Fund; and
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|
|
(x)
|
Stephen F. Mandel, Jr. ("Mr. Mandel"), with respect to the American depositary shares directly owned by each of Lone Spruce, Lone Balsam, Lone Sequoia, Lone Dragon Pine, Lone Cascade, Lone Sierra, Lone Cypress, Lone Kauri, Lone Monterey Master Fund and Lone Himalayan Pine Master Fund.
|
|
|
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
|
||
|
CUSIP No. 647581107
|
13G/A
|
Page 13 of 19 Pages
|
|
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
|
The address of the business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, Connecticut 06830.
|
|
Item 2(c).
|
CITIZENSHIP:
|
|
Lone Spruce, Lone Balsam, Lone Sequoia, Lone Dragon Pine, Lone Cascade and Lone Sierra are limited partnerships organized under the laws of the State of Delaware. Lone Pine Associates, Lone Pine Members and Lone Pine Capital are limited liability companies organized under the laws of the State of Delaware. Mr. Mandel is a United States citizen.
|
|
Item 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
|
Common Shares, par value $0.01 per share (the “Common Shares”)
|
|
Item 2(e).
|
CUSIP NUMBER:
|
|
647581107
|
|
CUSIP No. 647581107
|
13G/A
|
Page 14 of 19 Pages
|
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act,
|
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act,
|
|
|
(c)
|
¨
|
Insurance Company as defined in Section 3(a)(19) of the Act,
|
|
|
(d)
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¨
|
Investment Company registered under Section 8 of the Investment Company Act of 1940,
|
|
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(e)
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¨
|
Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
|
|
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(f)
|
¨
|
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),
|
|
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(g)
|
¨
|
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
|
|
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(h)
|
¨
|
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
|
|
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(i)
|
¨
|
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
|
|
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(j)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
If this statement is filed pursuant to Rule 13d-1(c), check this box: x
|
|
Item 4.
|
OWNERSHIP.
|
|
A.
|
Lone Spruce, L.P.
|
||||
|
(a)
|
Amount beneficially owned: 65,152. The amounts used herein are Common Shares beneficially owned based on direct ownership of American depositary shares of the Issuer (“American depositary shares”). Each American depositary share represents four Common Shares.
|
||||
|
(b)
|
Percent of class: Less than 0.1%. The percentages used herein and in the rest of Item 4 are calculated based upon 155,379,387 Common Shares reported as issued and outstanding in the Issuer’s Form 20-F for the fiscal year ended May 31, 2010 filed with the Securities and Exchange Commission on October 14, 2010.
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 65,152
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition of: 65,152
|
||||
|
CUSIP No. 647581107
|
13G/A
|
Page 15 of 19 Pages
|
|
B.
|
Lone Balsam, L.P.
|
||||
|
(a)
|
Amount beneficially owned: 142,636
|
||||
|
(b)
|
Percent of class: 0.1%
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 142,636
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 142,636
|
||||
|
C.
|
Lone Sequoia, L.P.
|
||||
|
(a)
|
Amount beneficially owned: 119,384
|
||||
|
(b)
|
Percent of class: 0.1%
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 119,384
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 119,384
|
||||
|
D.
|
Lone Dragon Pine, L.P.
|
||||
|
(a)
|
Amount beneficially owned: 2,351,516
|
||||
|
(b)
|
Percent of class: 1.5%
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 2,351,516
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 2,351,516
|
||||
|
E.
|
Lone Cascade, L.P.
|
||||
|
(a)
|
Amount beneficially owned: 3,687,700
|
||||
|
(b)
|
Percent of class: 2.4%
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 3,687,700
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 3,687,700
|
||||
|
F.
|
Lone Sierra, L.P.
|
||||
|
(a)
|
Amount beneficially owned: 179,396
|
||||
|
(b)
|
Percent of class: 0.1%
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 179,396
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 179,396
|
||||
|
G.
|
Lone Pine Associates LLC
|
||||
|
(a)
|
Amount beneficially owned: 327,172
|
||||
|
(b)
|
Percent of class: 0.2 %
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 327,172
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 327,172
|
||||
|
CUSIP No. 647581107
|
13G/A
|
Page 16 of 19 Pages
|
|
H.
|
Lone Pine Members LLC
|
||||
|
(a)
|
Amount beneficially owned: 6,218,612
|
||||
|
(b)
|
Percent of class: 4.0%
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 6,218,612
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 6,218,612
|
||||
|
I.
|
Lone Pine Capital LLC
|
||||
|
(a)
|
Amount beneficially owned: 3,238,800
|
||||
|
(b)
|
Percent of class: 2.1%
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 3,238,800
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 3,238,800
|
||||
|
J.
|
Stephen F. Mandel, Jr.
|
||||
|
(a)
|
Amount beneficially owned: 9,784,584
|
||||
|
(b)
|
Percent of class: 6.3%
|
||||
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
|
(ii)
|
Shared power to vote or direct the vote: 9,784,584
|
||||
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
|
(iv)
|
Shared power to dispose or direct the disposition: 9,784,584
|
||||
|
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.
|
|
Lone Pine Associates, the general partner of Lone Spruce, Lone Sequoia and Lone Balsam, has the power to direct the affairs of Lone Spruce, Lone Sequoia and Lone Balsam, including decisions respecting the disposition of the proceeds from the sale of shares. Lone Pine Members, the general partner of Lone Dragon Pine, Lone Cascade and Lone Sierra, has the power to direct the affairs of Lone Dragon Pine, Lone Cascade and Lone Sierra, including decisions respecting the disposition of the proceeds from the sale of shares. Lone Pine Capital, the investment manager of Lone Cypress, Lone Kauri, Lone Monterey Master Fund and Lone Himalayan Pine Master Fund, has the power to direct the receipt of dividends from or the proceeds of the sale of shares held by Lone Cypress, Lone Kauri, Lone Monterey Mas
ter Fund and Lone Himalayan Pine Master Fund. Mr. Mandel is the Managing Member of each Lone Pine Associates, Lone Pine Members and Lone Pine Capital and in that capacity directs their operations.
|
|
CUSIP No. 647581107
|
13G/A
|
Page 17 of 19 Pages
|
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
|
Not applicable.
|
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
|
See Item 2.
|
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
|
Not applicable.
|
|
Item 10.
|
CERTIFICATION.
|
|
Each of the Reporting Persons hereby makes the following certification:
|
|
|
By signing below each Reporting Person 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.
|
|
CUSIP No. 647581107
|
13G/A
|
Page 18 of 19 Pages
|
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 14, 2011
|
By:
|
||
|
Stephen F. Mandel, Jr., individually and (a) as Managing Member of Lone Pine Associates LLC, for itself and as the general partner of (i) Lone Spruce, L.P., (ii) Lone Balsam, L.P. and (iii) Lone Sequoia, L.P.; (b) as Managing Member of Lone Pine Members LLC, for itself and as the general partner of (i) Lone Dragon Pine, L.P., (ii) Lone Cascade, L.P. and (iii) Lone Sierra, L.P.; and (c) as Managing Member of Lone Pine Capital LLC
|
||
|
CUSIP No. 647581107
|
13G/A
|
Page 19 of 19 Pages
|
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: February 14, 2011
|
By:
|
||
|
Stephen F. Mandel, Jr., individually and (a) as Managing Member of Lone Pine Associates LLC, for itself and as the general partner of (i) Lone Spruce, L.P., (ii) Lone Balsam, L.P. and (iii) Lone Sequoia, L.P.; (b) as Managing Member of Lone Pine Members LLC, for itself and as the general partner of (i) Lone Dragon Pine, L.P., (ii) Lone Cascade, L.P. and (iii) Lone Sierra, L.P.; and (c) as Managing Member of Lone Pine Capital LLC
|
||