Amended Statement of Ownership (sc 13g/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No.11)*

China Enterprises Limited
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

G2109M100
(CUSIP Number)

December 31, 2016

---

(Date of Event Which Requires Filing of this Statement)

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

[X] 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 ("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. G2109M100 SCHEDULE 13G/A ------------------------------------------------------------------------------ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Peconic Partners LLC 13-3942422 ------------------------------------------------------------------------------ (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 New York ------------------------------------------------------------------------------ (5) SOLE VOTING POWER NUMBER OF None SHARES ------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 334,875 EACH REPORTING ------------------------------------------- PERSON WITH (7) SOLE DISPOSITIVE POWER None ------------------------------------------- (8) SHARED DISPOSITIVE POWER 334,875 ------------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 334,875 shares of Common Stock of the Issuer ('Shares') which consist of (i) 218,775 Shares beneficially owned by Grenadier Fund; (ii) 116,100 Shares beneficially owned by Triumph Fund II L.P., all of which Shares Peconic Partners LLC may be deemed to beneficially own by virtue of its position as investment adviser to these three clients. ------------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ------------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.72% ------------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON (See Instructions) IA ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ CUSIP No. G2109M100 SCHEDULE 13G/A ------------------------------------------------------------------------------ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) William F. Harnisch ------------------------------------------------------------------------------ (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 ------------------------------------------------------------------------------ (5) SOLE VOTING POWER NUMBER OF 79,800 SHARES ------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 334,875 EACH REPORTING ------------------------------------------- PERSON WITH (7) SOLE DISPOSITIVE POWER 79,800 ------------------------------------------- (8) SHARED DISPOSITIVE POWER 334,875 ------------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 414,675 shares of Common Stock of the Issuer ('Shares') which consist of (A) 79,800 Shares beneficially owned individually by Mr. Harnisch; and (B)(i) 218,775 Shares beneficially owned by Grenadier Fund; (ii) 116,100 Shares beneficially owned by Triumph Fund II L.P., all of which Shares Mr. Harnisch may be deemed to beneficially own by virtue of his position as President and Chief Executive Officer of Peconic Partners LLC, the investment adviser to these clients. ------------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ------------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.6% ------------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON (See Instructions) IN ------------------------------------------------------------------------------ CUSIP NO. G2109M100 SCHEDULE 13G/A Item 1(a). Name of Issuer: China Enterprises Limited Item 1(b). Address of Issuer's Principal Executive Offices: Bank of America Tower, 31st Floor 12 Harcourt Road, Central Hong Kong Item 2(a). Name of Persons Filing: (i) Peconic Partners LLC (ii) William F. Harnisch Item 2(b). Address of Principal Business Office or, if None, Residence: (i) P. O. Box 3002, 506 Montauk Highway, East Quogue, New York 11942 (ii) P. O. Box 3002, 506 Montauk Highway, East Quogue, New York 11942 Item 2(c). Citizenship: (i) New York (ii) United States Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value Item 2(e). CUSIP Number: G2109M100 Item 3. If This Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b), Check Whether the Person Filing is a: (a) Peconic Partners LLC is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. (b) William F. Harnisch is President and Chief Executive Officer of Peconic Partners LLC,the investment adviser to Grenadier Fund and Triumph Fund II L.P. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: Amount beneficially owned and (b) Percent of class: See Items 5 through 11 of the cover pages attached hereto. This Schedule 13G shall not be construed as an admission that the Reporting Persons, either for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for other purposes, are the beneficial owners of any securities covered by this statement. (c) See Items 5 through 8 of the cover pages attached hereto. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [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 Controlling 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. CUSIP NO. G2109M100 SCHEDULE 13G/A 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, 2017 PECONIC PARTNERS LLC By: William F. Harnisch as President and Chief Executive Officer By: /s/ William F. Harnisch ------------------------------- William F. Harnisch Title: President and Chief Executive Officer William F. Harnisch By: /s/ William F. Harnisch ------------------------------- William F. Harnisch Individually CUSIP NO. G2109M100 SCHEDULE 13G/A Exhibit A Agreement The undersigned, Peconic Partners LLC and William F. Harnisch, agree that the statement to which this exhibit is appended is filed on behalf of each of them. Dated: February 14, 2017 PECONIC PARTNERS LLC By: William F. Harnisch as President and Chief Executive Officer By: //s/ William F. Harnisch ------------------------------- William F. Harnisch Title: President and Chief Executive Officer William F. Harnisch By: /s/ William F. Harnisch ------------------------------- William F. Harnisch Individually