Yueda Digital Holding — Major Shareholding Notification 2012

Feb 14, 2012

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

SCHEDULE 13G/A
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO
FILED PURSUANT TO RULE 13d-2

**(Amendment No. 4) ***

| AirMedia Group
Inc. |
| --- |
| (Name of Issuer) |

Ordinary Shares, par value $0.001 per share
(Title and Class of Securities)
009411109**
(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 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).

** There is no CUSIP number assigned to the Ordinary Shares (as defined below) of the Issuer (as defined below). CUSIP number 009411109 has been assigned to the American Depositary Shares of the Issuer, which are quoted on The NASDAQ Global Select Market under the symbol “AMCN.” Each American Depositary Share represents 2 Ordinary Shares.

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SCHEDULE 13G

CUSIP No. 009411109

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities
Only)
1
	Herman Man Guo
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
2
	(a)
[ ]
	(b)
[ ]
3	SEC USE ONLY
	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	People’s
Republic of China
		SOLE
VOTING POWER
	5
		31,274,480 Ordinary Shares 1 .
Wealthy Environment Limited may also be deemed to have
NUMBER OF		sole voting power with respect to
29,274,480 Ordinary Shares. (See Item 4)
SHARES
BENEFICIALLY
OWNED BY		SHARED VOTING POWER
EACH	6
REPORTING		0
PERSON WITH
	7	SOLE
DISPOSITIVE POWER
		31,274,480
Ordinary Shares 1 . Wealthy Environment Limited may also be
deemed to have
		sole
voting power with respect to 29,274,480 Ordinary Shares. (See Item 4)
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
	31,274,480
Ordinary Shares.
10	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
	23.7%
(See Item 4)
12	TYPE OF REPORTING PERSON
	IN

1 Includes (i) 27,874,480 Ordinary Shares of the Issuer held by Wealthy Environment Limited, (ii) 1,400,000 Ordinary Shares of the Issuer represented by American Depositary Shares held by Wealthy Environment Limited; and (iii) an option to acquire 2,000,000 Ordinary Shares that was granted to Mr. Guo under the 2007 Share Incentive Plan of the Issuer on July 2, 2007, such option will expire on July 2, 2017.

2

SCHEDULE 13G

CUSIP No. 009411109

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	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities
Only)
1
	Wealthy Environment Limited
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
2
	(a)
[ ]
	(b)
[ ]
3	SEC USE ONLY
	CITIZENSHIP OR PLACE OF ORGANIZATION
4
	British
Virgin Islands
	SOLE VOTING POWER
	5
	29,274,480 Ordinary
Shares 2 . Herman Man Guo may also be deemed to have sole voting
	power
with respect to the above shares. (See Item 4)
	SHARED VOTING POWER
	6
NUMBER OF
SHARES	0
BENEFICIALLY
OWNED BY
EACH	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH	7
	29,274,480
Ordinary Shares 2 . Herman Man Guo may also be deemed to have
sole voting
	power
with respect to the above shares. (See Item 4)
	SHARED DISPOSITIVE POWER
	8
	0

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
| --- | --- |
| | 29,274,480
Ordinary Shares. |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ] |
| | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 11 | |
| | 22.2%
(See Item 4) |
| | TYPE OF REPORTING PERSON |
| 12 | |
| | CO |

2 Includes (i) 27,874,480 Ordinary Shares of the Issuer held by Wealthy Environment Limited, and (ii) 1,400,000 Ordinary Shares of the Issuer represented by American Depositary Shares held by Wealthy Environment Limited.

3

SCHEDULE 13G

CUSIP No. 009411109

Item 1(a).	Name of Issuer:
	AirMedia Group Inc. (the
“Issuer”)
Item 1(b).	Address of Issuer's Principal Executive
Offices:
	17/F, Sky Plaza
	No. 46 Dongzhimenwai Street
	Dongcheng District, Beijing 100027
	People’s Republic of China
Item 2(a).	Name of Person Filing:
	This Schedule 13G/A is being filed on behalf of
Herman Man Guo and Wealthy Environment Limited (the “Reporting Persons”).
Item 2(b).	Address of Principal Business Office or, if
None, Residence:
	The address of the principal business office of
the Reporting Persons is 17/F. Sky Plaza. No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, People's
Republic of China.
Item 2(c).	Citizenship:
	Herman Man Guo – People’s Republic of China
	Wealthy Environment Limited - British Virgin
Islands
Item 2(d).	Title of Class of Securities:
	Ordinary Shares, par value $ 0.001 per share
(the “Ordinary Shares”)
	American Depositary Shares, each representing
two Ordinary Shares
Item 2(e).	CUSIP Number:
	009411109**

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ITEM 3. Not applicable

** There is no CUSIP number assigned to the Ordinary Shares of the Issuer. CUSIP number 009411109 has been assigned to the American Depositary Shares of the Issuer, which are quoted on The NASDAQ Global Select Market under the symbol “AMCN.” Each American Depositary Share represents 2 Ordinary Shares.

4

SCHEDULE 13G

CUSIP No. 009411109

ITEM 4. Ownership.

The following information with respect to the ownership of the Ordinary Shares of the Issuer, including Ordinary Shares represented by American Depositary Shares, by each of the Reporting Persons, is provided as of December 31, 2011:

	Amount		Sole power to vote — or	Shared power to — vote or to	Sole power to — dispose or to	Shares power to — dispose or to
Reporting Person	beneficially owned	Percent of class	direct the vote	direct the vote	direct the	direct the disposition
					disposition of	of
Herman Man Guo	31,274,480	23.7%	31,274,480	0	31,274,480	0
Wealthy Environment Limited	29,274,480	22.2%	29,274,480	0	29,274,480	0

As of December 31, 2011, Wealthy Environment Limited held 29,274,480 Ordinary Shares of the Issuer, including 1,400,000 Ordinary Shares represented by American Depositary Shares. Wealthy Environment Limited is wholly owned by Mr. Guo. Pursuant to Section 13(d) of the Act, Mr. Guo may be deemed to beneficially own all of the shares held by Wealthy Environment Limited. In addition, Mr. Guo has the right to acquire 2,000,000 Ordinary Shares upon exercise of options granted under the 2007 Share Incentive Plan of the Issuer, which expire in 2017.

| Item 5. | Ownership of Five Percent or Less of a
Class. |
| --- | --- |
| | Not applicable. |
| Item 6 | Ownership of More than Five Percent on
Behalf of Another Person. |
| | Not applicable. |
| Item 7. | Identification and Classification of the
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. |

5

SCHEDULE 13G

CUSIP No. 009411109

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.

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Date: February 14, 2012
/s/ Herman Man Guo
WEALTHY ENVIRONMENT LIMITED
By: /s/ Herman Man Guo
Herman Man
Guo
Director

6

SCHEDULE 13G

CUSIP No. 009411109

LIST OF EXHIBITS

Exhibit	Description
No.
A	Joint Filing Agreement