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JOYY Inc. — Major Shareholding Notification 2013
Sep 24, 2013
31375_mrq_2013-09-24_88841ccd-6a4b-41f1-b56f-dcdcf9be43c8.zip
Major Shareholding Notification
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SC 13D/A 1 d602223dsc13da.htm SC 13D/A SC 13D/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
U NDER THE S ECURITIES E XCHANGE A CT OF 1934
(Amendment No. 1)*
YY INC.
(Name of Issuer)
Class A common shares
(Title of Class of Securities)
98426T 10 6
(CUSIP Number)
Jenny Hong Wei Lee
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
(650) 475-2150
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 10, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
- The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 ).
13D
CUSIP No. 98426T 10 6 Page 2
| 1. | Name of
Reporting Persons Granite Global Ventures III L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) PN | |
(1) This Amendment No. 1 to Schedule 13D is filed by Granite Global Ventures III L.P., GGV III Entrepreneurs Fund L.P., Granite Global Ventures III L.L.C., Messrs. Scott B. Bonham, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng, Fumin Zhuo, Ms. Jenny Hong Wei Lee and Ms. Jessie Jin (collectively, the Reporting Persons). These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying American Depository Shares (ADS) plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 3
| 1. | Name of
Reporting Persons GGV III Entrepreneurs Fund L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) PN | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 4
| 1. | Name of
Reporting Persons Granite Global Ventures III L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization Delaware, United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) OO | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 5
| 1. | Name of
Reporting Persons Scott B. Bonham | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) IN | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 6
| 1. | Name of
Reporting Persons Jixun Foo | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization Singapore | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) IN | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 7
| 1. | Name of
Reporting Persons Glenn Solomon | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) IN | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 8
| 1. | Name of
Reporting Persons Jenny Hong Wei Lee | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization Singapore | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) IN | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 9
| 1. | Name of
Reporting Persons Hany M. Nada | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) IN | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 10
| 1. | Name of
Reporting Persons Thomas K. Ng | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) IN | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 11
| 1. | Name of
Reporting Persons Fumin Zhuo | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization Peoples Republic of China | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) IN | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13D
CUSIP No. 98426T 10 6 Page 12
| 1. | Name of
Reporting Persons Jessie Jin | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Source of Funds (see instructions) WC | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization Peoples Republic of China | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power |
| | 8. | Shared Voting Power 69,886,260 Class A common shares (2) |
| | 9. | Sole Dispositive Power |
| | 10. | Shared Dispositive Power 69,886,260 Class A common shares (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 69,886,260 Class A common shares (2) | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row 11 6.4% (3)(4) | |
| 14. | Type of Reporting Person (see
instructions) IN | |
(1) This Amendment No. 1 to Schedule 13D is filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) Consists of (i) 28,588,060 Class A common shares underlying ADS plus 40,179,740 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by Granite Global Ventures III L.P. and (ii) 464,860 Class A common shares underlying ADS plus 653,600 Class A common shares issuable upon conversion of Class B Common shares on a 1-for-1 basis held by GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin are Managing Directors of Granite Global Ventures III L.L.C. As such, Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Scott B. Bonham, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Fumin Zhuo and Jessie Jin own no securities of the Issuer directly.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
Explanatory Note
This Amendment No. 1 (the Amendment) to the statement on Schedule 13D is being filed by the Reporting Persons (as defined below) and amends the Schedule 13D filed with the Securities and Exchange Commission on December 4, 2012 (the Original Schedule 13D), and relates to shares of Class A common shares underlying ADS, par value $0.00001 per share, of YY Inc. (the Issuer). This Amendment is being filed by the Reporting Persons to report open market sales of shares of ADS of the Issuer on September 10, 2013. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased as described in Items 4 and 5 below.
Items 4 and 5 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.
ITEM 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
Between May 22, 2013 and September 10, 2013, the Reporting Persons sold an aggregate of 1,547,354 shares of ADS in open market transactions representing 30,947,080 Class A common shares. Prior to the sales, the Issuer converted 40,000,000 Class B Common shares for an aggregate of 2,000,000 ADS, of which 1,547,354 shares of ADS have been sold as reported herein.
Item 5 (a) and (b). Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The following information with respect to the ownership of Class A common shares by the Reporting Persons filing this statement on Schedule 13D is provided as of the date of this filing:
| Reporting Persons — GGV III | 68,767,800 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
|---|---|---|---|---|---|---|---|
| GGV III Entrepreneurs | 1,118,460 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
| GGV III LLC (2) | 0 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
| Scott B. Bonham (2) | 0 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
| Hany M. Nada (2) | 0 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
| Thomas K. Ng (2) | 0 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
| Jixun Foo (2) | 0 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
| Glenn Solomon (2) | 0 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
| Jenny Hong Wei Lee (2) | 0 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
| Fumin Zhuo (2) | 0 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
| Jessie Jin (2) | 0 | 0 | 69,886,260 | 0 | 69,886,260 | 69,886,260 | 6.4 % |
(1) Represents the number of common shares currently held by the Reporting Persons.
(2) GGV III LLC is the sole general partner of GGV III and GGV III Entrepreneurs and possesses sole power to direct the voting and disposition of the shares owned by GGV III and GGV III Entrepreneurs and may be deemed to have indirect beneficial ownership of the shares held by GGV III and GGV III Entrepreneurs. GGV III LLC owns no securities of the Issuer directly. Messrs. Scott B. Bonham, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng, Fumin Zhuo, Ms. Jenny Hong Wei Lee and Ms. Jessie Jin are Managing Directors of GGV III LLC and share voting and dispositive power over the shares held by GGV III and GGV III Entrepreneurs.
(3) This percentage is calculated based on the Issuers aggregate Class A common shares equivalent, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) and 748,125,104 Class A common shares issuable upon conversion of Class B shares (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013.
(4) The 69,886,260 Class A common shares held by the Reporting Persons represents 18.23% of the Issuers aggregate Class A common shares outstanding, based on a total of 342,593,700 Class A common shares underlying the ADS (as of June 30, 2013) as reported in the issuers Form 6-K and filed with the Securities and Exchange Commission on August 23, 2013 and 40,833,340 Class A common shares issuable upon conversion of Class B shares held by the Reporting Persons as of the date of this filing.
13
Item 5(c). On September 10, 2013, the Reporting Persons sold an aggregate of 1,547,354 shares of ADS in open market transactions as follows:
| GGV III | Average Price Per Share | |
|---|---|---|
| 1,522,597 | 24,757 | $ 43.49 |
Item 5(d). Not applicable.
ITEM 7. Material to Be Filed as Exhibits
Exhibit 1. Agreement regarding filing of joint Schedule 13D.
14
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 23, 2013
| GRANITE GLOBAL VENTURES III L.P. | |
|---|---|
| GGV III ENTREPRENEURS FUND L.P. | |
| BY: | GRANITE GLOBAL VENTURES III L.L.C. |
| ITS: | GENERAL PARTNER |
| By: | /s/ Hany M. Nada |
| Hany M. Nada | |
| Managing Director | |
| GRANITE GLOBAL VENTURES III L.L.C. | |
| By: | /s/ Hany M. Nada |
| Hany M. Nada | |
| Managing Director | |
| /s/ Hany M. Nada | |
| Hany M. Nada as Attorney-in-fact for Scott B. Bonham | |
| /s/ Hany M. Nada | |
| Hany M. Nada | |
| /s/ Hany M. Nada | |
| Hany M. Nada as Attorney-in-fact for Thomas K. Ng | |
| /s/ Hany M. Nada | |
| Hany M. Nada as Attorney-in-fact for Jixun Foo | |
| /s/ Hany M. Nada | |
| Hany M. Nada as Attorney-in-fact for Glenn Solomon | |
| /s/ Hany M. Nada | |
| Hany M. Nada as Attorney-in-fact for Jenny Hong Wei Lee | |
| /s/ Hany M. Nada | |
| Hany M. Nada as Attorney-in-fact for Fumin Zhuo | |
| /s/ Hany M. Nada | |
| Hany M. Nada as Attorney-in-fact for Jessie Jin |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
15
SCHEDULE I
Scott B. Bonham
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Citizenship: Canada
Principal Occupation: Managing Director of Granite Global Ventures III L.L.C., which serves as the general partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P.
Hany M. Nada
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Citizenship: United States of America
Principal Occupation: Managing Director of Granite Global Ventures III L.L.C., which serves as the general partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P.
Jixun Foo
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Citizenship: Singapore
Principal Occupation: Managing Director of Granite Global Ventures III L.L.C., which serves as the general partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P.
Glenn Solomon
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Citizenship: United States of America
Principal Occupation: Managing Director of Granite Global Ventures III L.L.C., which serves as the general partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P.
Jenny Hong Wei Lee
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Citizenship: Singapore
Principal Occupation: Managing Director of Granite Global Ventures III L.L.C., which serves as the general partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P.
Thomas K. Ng
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Citizenship: United States of America
Principal Occupation: Managing Director of Granite Global Ventures III L.L.C., which serves as the general partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P.
Fumin Zhuo
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Citizenship: Peoples Republic of China
Principal Occupation: Managing Director of Granite Global Ventures III L.L.C., which serves as the general partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P.
Jessie Jin
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Citizenship: Peoples Republic of China
Principal Occupation: Managing Director of Granite Global Ventures III L.L.C., which serves as the general partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P.
16