SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Information to be included in Statements Filed
Pursuant to Rule 13d-1(a) and Amendments Thereto Filed
Pursuant to Rule 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
(Name of Issuer)
Ordinary Shares, $0.001 par value
(Title of Class of Securities)
Timothy B. Bancroft
Goulston & Storrs PC
400 Atlantic Avenue
Boston, MA 02110
Tel: (617) 574-3511
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 14, 2019
(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 subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 the cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purposes 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).
(Continued on following pages)
(Page 1 of 6 Pages)
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NAME OF REPORTING PERSON
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
SEC USE ONLY
SOURCE OF FUNDS (See Instructions)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China
BENEFICIALLY OWNED BY
SOLE VOTING POWER
343,700 Ordinary Shares
SHARED VOTING POWER
9,713,107 Ordinary Shares
SOLE DISPOSITIVE POWER
343,700 Ordinary Shares
SHARED DISPOSITIVE POWER
9,713,107 Ordinary Shares
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,056,807 Ordinary Shares
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
TYPE OF REPORTING PERSON (See Instructions)
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Amendment No. 10 to Schedule 13D
This Amendment No. 10 (this Amendment) amends the Schedule 13D filed by Dr. Charles Zhang (Dr. Zhang) with the Securities and Exchange Commission (the SEC) on June 16, 2004, as amended by Amendment No. 1 filed with the SEC on April 1, 2010 (Amendment No. 1), by Amendment No. 2 filed with the SEC on July 8, 2011 (Amendment No. 2), by Amendment No. 3 filed with the SEC on December 14, 2015 (Amendment No. 3), by Amendment No. 4 filed with the SEC on June 20, 2016 (Amendment No. 4), by Amendment No. 5 filed with the SEC on May 30, 2017 (Amendment No. 5), by Amendment No. 6 filed with the SEC on February 1, 2018 (Amendment No. 6), by Amendment No. 7 filed with the SEC on June 8, 2018 (Amendment No. 7), by Amendment No. 8 filed with the SEC on September 21, 2018 (Amendment No. 8), and by Amendment No. 9 filed with the SEC on December 20, 2018 (Amendment No. 9). The original Schedule 13D of Dr. Zhang, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, and Amendment No. 9, is hereinafter referred to as the Initial Statement.
|Item 3.|| |
Source and Amount of Funds or Other Consideration.
Item 3 of the Initial Statement is supplemented as follows:
On October 29, 2018, Dr. Zhang exercised an option for the purchase of 225,000 ordinary shares, par value $0.001 per share (Ordinary Shares), of Sohu.com Limited, a Cayman Islands company (the Issuer), at an exercise price of $0.001 per share. Dr. Zhang funded the purchase with his personal funds.
Dr. Zhang is one of the Directors of Photon Group Limited, a British Virgin Islands corporation (Photon), and may be deemed to beneficially own an aggregate of 9,713,107 Ordinary Shares of the Issuer beneficially owned by Photon. Dr. Zhang shares with the other Directors of Photon the power to vote and dispose of or direct the disposition of such Ordinary Shares. Dr. Zhang disclaims beneficial ownership of such Ordinary Shares except to the extent of his pecuniary interest in such Ordinary Shares. The 9,713,107 Ordinary Shares beneficially owned by Photon are represented by an equal number of American depositary shares (ADSs), each representing one Ordinary Share, that are held by Photon.
The following are transactions by Photon in ADSs representing Ordinary Shares of the Issuer that have occurred since the filing of the Initial Statement:
From March 13, 2019 to June 14, 2019, Photon purchased on the open market an aggregate of 438,768 ADSs, consisting of (i) 53,278 ADSs purchased on March 13, 2019 for a purchase price of $19.44 per ADS; (ii) 76,000 ADSs purchased on March 14, 2019 for a purchase price of $18.55 per ADS; (iii) 15,879 ADSs purchased on March 15, 2019 for a purchase price of $18.37 per ADS; (iv) 50,000 ADSs purchased on May 30, 2019 for a purchase price of $14.42 per ADS; (v) 30,000 ADSs purchased on May 31, 2019 for a purchase price of $13.45 per ADS; (vi) 40,000 ADSs purchased on June 3, 2019 for a purchase price of $13.92 per ADS; (vii) 12,236 ADSs purchased on June 12, 2019 for a purchase price of $14.02 per ADS; (viii) 36,375 ADSs purchased on June 13, 2019 for a purchase price of $14.12 per ADS; and (ix) 125,000 ADSs purchased on June 14, 2019 for a purchase price of $13.94 per ADS (collectively, the Purchases).
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|Item 4.|| |
Purpose of the Transaction.
Item 4 of the Initial Statement is hereby supplemented as follows:
On October 29, 2018 Dr. Zhang exercised an option for the purchase of 225,000 Ordinary Shares of the Issuer for investment purposes.
Photon made the Purchases for investment purposes.
|Item 5.|| |
Interest in Securities of the Issuer.
Item 5 of the Initial Statement is hereby amended and restated to read in its entirety as follows:
Amount Beneficially Owned:
As of the date of this Amendment, Dr. Zhang beneficially owns or may be deemed to beneficially own 10,056,807 Ordinary Shares1.
Percent of Class: 25.6%
The foregoing percentage is calculated based on 39,228,538 Ordinary Shares of the Issuer outstanding as of December 31, 2018 as reported in the Issuers Annual Report on Form 20-F for the year ended December 31, 2018, filed by the Issuer with the SEC on March 28, 2019.
Number of shares as to which Dr. Zhang has:
sole power to vote or to direct the vote: 343,700 Ordinary Shares.
Includes (i) 268,700 Ordinary Shares represented by ADSs held by Dr. Zhang; (ii) 75,000 Ordinary Shares issuable upon the exercise of share options held by Dr. Zhang that are vested or will vest within 60 days following the date of this Amendment; and (iii) 9,713,107 Ordinary Shares represented by ADSs held by Photon. Dr. Zhang disclaims beneficial ownership of the 9,713,107 Ordinary Shares represented by the ADSs held by Photon except to the extent of his pecuniary interest in such Ordinary Shares. Photon is a British Virgin Islands corporation with principal offices at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Photon is an investment holding company. During the five years prior to the date of this Amendment, neither Photon nor any of its directors, officers, shareholders, or control persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Also, during the five years prior to the date hereof, neither Photon nor any of its directors, officers, shareholders, or control persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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shared power to vote or to direct the vote: 9,713,107 Ordinary Shares.
sole power to dispose or to direct the disposition of: 343,700 Ordinary Shares.
shared power to dispose or to direct the disposition of: 9,713,107 Ordinary Shares.
The following transactions have been effected during the past 60 days:
See Item 3.
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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: June 21, 2019