The9 LTD — Major Shareholding Notification 2010

Feb 9, 2010

SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

THE9 LIMITED

(Name of issuer)

American Depositary Shares, $0.01 par value

(Title of class of securities)

88337K104

(CUSIP number)

February 1, 2010

(Date of event which requires filing of this statement)

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

¨ Rule 13d-1(b)

x 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).

Page 1 of 8 pages

| CUSIP No. 88337K104 — 1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). QVT Financial LP 11-3694008 | | | --- | --- | --- | | 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x | | | 3. | SEC use only | | | 4. | Citizenship or place of organization Delaware | | | Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | | | 6. | Shared voting power 1,393,688 | | | 7. | Sole dispositive power 0 | | | 8. | Shared dispositive power 1,393,688 | | 9. | Aggregate amount beneficially owned by each reporting person 1,393,688 | | | 10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨ | | | 11. | Percent of class represented by amount in Row (9) 5.55% | | | 12. | Type of reporting person (see instructions) PN | |

Page 2 of 8 pages

| CUSIP No. 88337K104 — 1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). QVT Financial GP LLC 11-3694007 | | | --- | --- | --- | | 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x | | | 3. | SEC use only | | | 4. | Citizenship or place of organization Delaware | | | Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | | | 6. | Shared voting power 1,393,688 | | | 7. | Sole dispositive power 0 | | | 8. | Shared dispositive power 1,393,688 | | 9. | Aggregate amount beneficially owned by each reporting person 1,393,688 | | | 10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨ | | | 11. | Percent of class represented by amount in Row (9) 5.55% | | | 12. | Type of reporting person (see instructions) OO | |

Page 3 of 8 pages

| CUSIP No. 88337K104 — 1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). QVT Fund LP 98-0415217 | | | --- | --- | --- | | 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x | | | 3. | SEC use only | | | 4. | Citizenship or place of organization Cayman Islands | | | Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | | | 6. | Shared voting power 1,259,213 | | | 7. | Sole dispositive power 0 | | | 8. | Shared dispositive power 1,259,213 | | 9. | Aggregate amount beneficially owned by each reporting person 1,259,213 | | | 10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨ | | | 11. | Percent of class represented by amount in Row (9) 5.01% | | | 12. | Type of reporting person (see instructions) PN | |

Page 4 of 8 pages

| CUSIP No. 88337K104 — 1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). QVT Associates GP LLC 01-0798253 | | | --- | --- | --- | | 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x | | | 3. | SEC use only | | | 4. | Citizenship or place of organization Delaware | | | Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | | | 6. | Shared voting power 1,393,688 | | | 7. | Sole dispositive power 0 | | | 8. | Shared dispositive power 1,393,688 | | 9. | Aggregate amount beneficially owned by each reporting person 1,393,688 | | | 10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨ | | | 11. | Percent of class represented by amount in Row (9) 5.55% | | | 12. | Type of reporting person (see instructions) OO | |

Page 5 of 8 pages

Item 1	(a).	Name of Issuer
		THE9 LIMITED (the “Issuer”)
Item 1	(b).	Address of Issuer’s Principal Executive Offices
		The address of the Issuer’s principal executive offices is: Building No. 3, 690 Bibo Road, Zhang Jiang Hi-Tech Park, Pudong New Area, Pudong,
Shanghai 201203, People’s Republic of China
Item 2	(a).	Name of Person Filing
Item 2	(b).	Address of Principal Business Office or, if none, Residence
Item 2	(c).	Citizenship
		QVT Financial LP 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Partnership QVT Financial GP LLC 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Liability Company QVT Fund LP Walkers SPV, Walker House 87 Mary Street George Town, Grand Cayman, KY1-9002 Cayman Islands Cayman Islands Limited Partnership QVT Associates GP
LLC 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Liability Company
Item 2	(d).	Title of Class of Securities
		American Depositary Shares, $0.01 par value (the “Common Stock”).
Item 2	(e).	CUSIP Number
		The CUSIP number of the Common Stock is 88337K104.
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the
type of institution: .

Page 6 of 8 pages

| Item 4. | Ownership. — (a) | Amount beneficially owned: QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”), which beneficially owns 1,259,213 shares of Common Stock. QVT Financial is also the investment manager for Quintessence Fund L.P. (“Quintessence”), which beneficially owns 134,475 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund and Quintessence. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,393,688 shares of Common Stock, consisting of the shares owned by the Fund and Quintessence. QVT Financial, QVT Financial GP LLC and QVT Associates GP LLC each acquired beneficial ownership of more than 5% of the class of equity securities on February 1, 2010 and the Fund acquired beneficial ownership of more than 5% of the class of equity securities on February 5, 2010. The reported share amounts reflect amounts beneficially owned by the reporting persons as of the date hereof. QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Fund and Quintessence. The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon 25,111,645 shares of Common Stock outstanding, which is the total number of shares issued and outstanding as of September 30, 2009, as reported in the Issuer’s Form 6-K and filed with the Securities and Exchange Commission on November 24, 2009. | | | --- | --- | --- | --- | | | (b) | Percent of class: See Item 11 of the Cover Pages to this Schedule 13G. | | | | (c) | Number of shares as to which the person has: | | | | | (i) | Sole power to vote or to direct the vote | | | | | 0 | | | | (ii) | Shared power to vote or to direct the vote See item (a) above. | | | | (iii) | Sole power to dispose or to direct the disposition of | | | | | 0 | | | | (iv) | Shared power to dispose or to direct the disposition of See item (a) above. | | 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….. ¨ . | | | | 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 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. | | |

Page 7 of 8 pages

SIGNATURE

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: February 9, 2010

QVT Financial LP — By QVT Financial GP LLC,		QVT Fund LP — By QVT Associates GP LLC,
its General Partner		its General Partner
By:	/ S / T RACY F U	By:	/ S / T RACY F U
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member
By:	/ S / O REN E ISNER	By:	/ S / O REN E ISNER
Name:	Oren Eisner	Name:	Oren Eisner
Title:	Authorized Signatory	Title:	Authorized Signatory
QVT Financial GP LLC		QVT Associates GP LLC
By:	/ S / T RACY F U	By:	/ S / T RACY F U
Name:	Tracy Fu	Name:	Tracy Fu
Title:	Managing Member	Title:	Managing Member
By:	/ S / O REN E ISNER	By:	/ S / O REN E ISNER
Name:	Oren Eisner	Name:	Oren Eisner
Title:	Authorized Signatory	Title:	Authorized Signatory

Page 8 of 8 pages