VNET Group, Inc. - Major Shareholding Notification 2012

SC 13G 1 d297092dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

21Vianet Group, Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.00001 par value per share

(Title of Class of Securities)

90138A103

(CUSIP Number)

December 31, 2011

(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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

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).

CUSIP No. 90138A103 13G Page 2 of 15 Pages

1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cisco Systems International B.V. ( CSIBV )
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,713,822 (1)*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,713,822 (1)*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,713,822 (1)*
10	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.0 % **
12	TYPE OF REPORTING
PERSON CO

(1) Shared with the other Reporting Persons (defined below) solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of Cisco Systems Netherlands Holdings B.V. and an indirect wholly owned subsidiary of each other Reporting Person.

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 American Depository Shares ( ADS ). Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

** Based on (i) 89,700,000 of the Issuers Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuers Class B Ordinary Shares outstanding. Issuers Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuers Prospectus, filed with the the Securities and Exchange Commission (the Commission) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

CUSIP No. 02322P101 13G Page 3 of 15 Pages

| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cisco Systems Netherlands Holdings B.V.
( CSNH ) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Netherlands | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 5,713,822 (2) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 5,713,822 (2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,713,822 (2)* | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.0 % ** | |
| 12 | TYPE OF REPORTING
PERSON CO | |

(2) Represents shares of the Issuers Class B Ordinary Shares shared with the other Reporting Persons, solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person. Each of the Reporting Persons other than CSIBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

CUSIP No. 02322P101 13G Page 4 of 15 Pages

1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cisco Systems International SARL ( CS I )
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,713,822 (2)*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,713,822 (2)*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,713,822 (2)*
10	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.0 % **
12	TYPE OF REPORTING
PERSON CO

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

CUSIP No. 02322P101 13G Page 5 of 15 Pages

| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cisco Systems (Bermuda) Ltd
( CSBL ) | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Bermuda | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 5,713,822 (2) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 5,713,822 (2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,713,822 (2)* | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.0 % ** | |
| 12 | TYPE OF REPORTING
PERSON CO | |

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

CUSIP No. 02322P101 13G Page 6 of 15 Pages

1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cisco Systems International Holdings Ltd. ( CSIHL )
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,713,822 (2)*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,713,822 (2)*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,713,822 (2)*
10	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.0 % **
12	TYPE OF REPORTING
PERSON CO

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

CUSIP No. 02322P101 13G Page 7 of 15 Pages

1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cisco Systems Global Holdings Ltd. ( CSGHL )
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,713,822 (2)*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,713,822 (2)*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,713,822 (2)*
10	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.0 % **
12	TYPE OF REPORTING
PERSON CO

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

CUSIP No. 02322P101 13G Page 8 of 15 Pages

1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cisco Worldwide Holdings Ltd. ( CWHL )
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,713,822 (2)*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,713,822 (2)*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,713,822 (2)*
10	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.0 % **
12	TYPE OF REPORTING
PERSON CO

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

CUSIP No. 02322P101 13G Page 9 of 15 Pages

1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cisco Technology, Inc. ( CTI ) I.R.S. Identification No. 77-0462351
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION State of California
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,713,822 (2) *
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,713,822 (2) *
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,713,822 (2) *
10	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.0 % **
12	TYPE OF REPORTING
PERSON CO

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

CUSIP No. 02322P101 13G Page 10 of 15 Pages

| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cisco Systems, Inc.
( Cisco ) I.R.S. Identification No. 77-0059951 | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION State of California | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 5,713,822 (2) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 5,713,822 (2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,713,822 (2)* | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.0 % ** | |
| 12 | TYPE OF REPORTING
PERSON CO | |

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

CUSIP No. 02322P101 13G Page 11 of 15 Pages

Item 1(a)	Name of Issuer :
	21Vianet Group, Inc.
Item 1(b)	Address of Issuers Principal Executive Offices :
	M5 1 Jiuxianqiao East Road, Chaoyang District, Beijing 100016, Peoples Republic of China
Item 2(a)	Name of Person Filing :
	(i) Cisco Systems International BV
( CSIBV );
	(ii) Cisco Systems Netherlands Holdings B.V.
( CSNH );
	(iii) Cisco Systems International SARL ( CSI );
	(iv) Cisco Systems (Bermuda) Ltd ( CSBL );
	(v) Cisco Systems International Holdings Ltd.
( CSIHL );
	(vi) Cisco Systems Global Holdings Ltd. ( CSGHL );
	(vii) Cisco Worldwide Holdings Ltd. ( CWHL );
	(viii) Cisco Technology, Inc. ( CTI );
	(ix) Cisco Systems, Inc. ( Cisco ).
	Each of the entities (i) through (ix) above is a Reporting Person and collectively, the Reporting Persons .
Item 2(b)	Address of Principal Business Office or, If None, Residence
	(i) Haarlerbergpark, Haarlerbergweg 13-19, 1101 CH, Amsterdam,
Netherlands
	(ii) Haarlerbergpark, Haarlerbergweg 13-19, 1101 CH, Amsterdam,
Netherlands
	(iii) Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland
	(iv) Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland
	(v) Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland
	(vi) Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland
	(vii) Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland
	(viii) 170 West Tasman Drive, San Jose, California 95134
	(ix) 170 West Tasman Drive, San Jose, California 95134
Item 2(c)	Citizenship :
	(i) Netherlands
	(ii) Netherlands
	(iii) Switzerland
	(iv) Bermuda
	(v) Bermuda
	(vi) Bermuda

CUSIP No. 02322P101 13G Page 12 of 15 Pages

	(vii) Bermuda
	(viii) State of California
	(ix) State of California
Item 2(d)	Title of Class of Securities :
	Class A Ordinary Shares, $0.00001 par value per share
Item 2(e)	CUSIP Number :
	90138A103
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 §240.13d1(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 §240.13d1(b)(1)(ii)(J), please specify the type of institution:
	Not applicable.

CUSIP No. 02322P101 13G Page 13 of 15 Pages

Item 4.	Ownership
	(a) Amount Beneficially Owned : 5,713,822 shares*
	(b) Percent of Class : 6.0%**
	(c) Number of shares as to which the person has :
	(i) Sole power to vote or direct the vote: 0.
	(ii) Shared power to vote or direct the vote: 5,713,822 shares. 1 *
	(iii) Sole power to dispose or to direct the disposition of: 0.
	(iv) Shared power to dispose or to direct the disposition of: 5,713,822 shares. 1 *
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 or more than five percent of the class
of securities, check the following box: ¨
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person
	Not applicable.
Item 7.	Identification and Classification of Subsidiary Which Acquired the Security Being
	Reported on by the Parent Holding Company or Control 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.	Certifications
	Not applicable.

1 Shared with the other Reporting Persons solely by virtue of the fact that CSIBV is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person.

Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.

CUSIP No. 02322P101 13G Page 14 of 15 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 13, 2012
By:	/s/ Coks Stoffer
Name:	Coks Stoffer
Title:	Director

Dated: February 13, 2012
By:	/s/ Coks Stoffer
Name:	Coks Stoffer
Title:	Director

Dated: February 13, 2012
By:	/s/ Petra Lindner
Name:	Petra Lindner
Title:	Director
By:	/s/ Jean-Marc Servat
Name:	Jean-Marc Servat
Title:	Director

Dated: February 13, 2012
By:	/s/ Petra Lindner
Name:	Petra Lindner
Title:	Director
By:	/s/ Jean-Marc Servat
Name:	Jean-Marc Servat
Title:	Director

Dated: February 13, 2012
By:	/s/ Petra Lindner
Name:	Petra Lindner
Title:	Director
By:	/s/ Jean-Marc Servat
Name:	Jean-Marc Servat
Title:	Director

Dated: February 13, 2012
By:	/s/ Petra Lindner
Name:	Petra Lindner
Title:	Director
By:	/s/ Jean-Marc Servat
Name:	Jean-Marc Servat
Title:	Director

CUSIP No. 02322P101 13G Page 15 of 15 Pages

Dated: February 13, 2012
By:	/s/ Petra Lindner
Name:	Petra Lindner
Title:	Director
By:	/s/ Jean-Marc Servat
Name:	Jean-Marc Servat
Title:	Director

Dated: February 13, 2012	CISCO TECHNOLOGY, INC.
	By:	/s/ Evan Sloves
	Name:	Evan Sloves
	Title:	President
Dated: February 13, 2012	CISCO SYSTEMS, INC.
	By:	/s/ Prat Bhatt
	Name:	Prat Bhatt
	Title:	Vice President, Corporate Controller and Principal Accounting Officer

EXHIBIT INDEX

Exhibit	Title
A	Joint Filing Agreement dated February 13, 2012 among the reporting persons.

AI assistant

VNET Group, Inc. Major Shareholding Notification 2012

31621_mrq_2012-02-13_df169f3d-bc51-40f4-af02-f517450c123c.zip

AI assistant

VNET Group, Inc. — Major Shareholding Notification 2012

31621_mrq_2012-02-13_df169f3d-bc51-40f4-af02-f517450c123c.zip

More from VNET Group, Inc.

VNET Group, Inc. Major Shareholding Notification 2012