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. 8)*
(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)
September 14, 2018
(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
SOLE VOTING POWER
268,700 Ordinary Shares
SHARED VOTING POWER
8,798,279 Ordinary Shares
SOLE DISPOSITIVE POWER
268,700 Ordinary Shares
SHARED DISPOSITIVE POWER
8,798,279 Ordinary Shares
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,066,979 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. 8 to Schedule 13D
This Amendment No. 8 (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), and by Amendment No. 7 filed with the SEC on June 8, 2018 (Amendment No. 7). 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, and Amendment No. 7, 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:
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 8,798,279 ordinary shares, par value $0.001 per share (Ordinary Shares), of Sohu.com Limited, a Cayman Islands company (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 8,798,279 Ordinary Shares beneficially owned by Photon are represented by an equal number of American depositary shares (ADSs) that are held by Photon.
The total number of Ordinary Shares beneficially owned by Photon includes 25,000 ADSs that were issued to Photon in exchange for 25,000 shares of the common stock of Sohu.com Inc., of which the Issuer is the successor issuer, that were purchased by Photon on May 12, 2017 but were inadvertently reported in Amendment No. 5, and subsequent amendments, as acquired and held directly by Dr. Zhang. The total of 268,700 Ordinary Shares as to which it is reported above that Dr. Zhang has sole voting power and sole dispositive power reflects the transfer, as compared to Amendment No. 5 and such subsequent amendments, of the 25,000 Ordinary Shares represented by such ADSs from the categories of sole voting power and sole dispositive power to shared voting power and shared dispositive power.
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The following are transactions by Photon in Ordinary Shares of the Issuer that have occurred since the filing of the Initial Statement:
From June 12, 2018 to September 14, 2018, Photon purchased on the open market an aggregate of 637,583 ADSs, consisting of (i) 50,000 ADSs purchased on June 12, 2018 for a purchase price of $39.55 per ADS; (ii) 50,000 ADSs purchased on June 13, 2018 for a purchase price of $39.61 per ADS; (iii) 50,000 ADSs purchased on June 14, 2018 for a purchase price of $40.68 per ADS; (iv) 42,739 ADSs purchased on June 15, 2018 for a purchase price of $41.30 per ADS; (v) 54,447 ADSs purchased on September 4, 2018 for a purchase price of $20.60 per ADS; (vi) 48,849 ADSs purchased on September 5, 2018 for a purchase price of $20.15 per ADS; (vii) 47,734 ADSs purchased on September 6, 2018 for a purchase price of $19.88 per ADS; (viii) 54,168 ADSs purchased on September 7, 2018 for a purchase price of $20.38 per ADS; (ix) 50,000 ADSs purchased on September 10, 2018 for a purchase price of $19.94 per ADS; (x) 48,951 ADSs purchased on September 11, 2018 for a purchase price of $19.83 per ADS; (xi) 49,225 ADSs purchased on September 12, 2018 for a purchase price of $20.58 per ADS; (xii) 44,521 ADSs purchased on September 13, 2018 for a purchase price of $21.19 per ADS; and (xiii) 46,949 ADSs purchased on September 14, 2018 for a purchase price of $21.19 per ADS (collectively, the Purchases).
|Item 4.|| |
Purpose of the Transaction.
Item 4 of the Initial Statement is hereby supplemented as follows:
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 9,066,979 Ordinary Shares1.
Percent of Class: 23.2%
Includes (i) 43,700 Ordinary Shares represented by ADSs held by Dr. Zhang; (ii) 225,000 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) 8,798,279 Ordinary Shares represented by ADSs held by Photon. Dr. Zhang disclaims beneficial ownership of the 8,798,279 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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The foregoing percentage is calculated based on 38,933,038 Ordinary Shares of the Issuer outstanding as of May 31, 2018 as reported in the Issuers Form 6-K submitted to the SEC on May 31, 2018.
Number of shares as to which Dr. Zhang has:
sole power to vote or to direct the vote: 268,700 Ordinary Shares.
shared power to vote or to direct the vote: 8,798,279 Ordinary Shares.
sole power to dispose or to direct the disposition of: 268,700 Ordinary Shares.
shared power to dispose or to direct the disposition of: 8,798,279 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: September 21, 2018