SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13-1(b), (c)
and (d) and Amendments There to filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GigaMedia Limited
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
Y2711Y104
(CUSIP Number)
16th of November, 2015
(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.
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CUSIP No. Y2711Y104 | | | | Page 2 of 9 Pages |
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1 | | Names of reporting person John-Lee Andre Koo |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) ¨ |
3 | | SEC use only |
4 | | Citizenship or place of organization Republic of China, Taiwan |
Number of shares beneficially owned by each reporting person with | | 5 | | Sole voting power 10,799,999 shares |
| 6 | | Shared voting power 0 |
| 7 | | Sole dispositive power 10,799,999 shares |
| 8 | | Shared dispositive power 0 |
9 | | Aggregate amount beneficially owned by each reporting person 10,799,999 shares |
10 | | Check if the aggregate amount in Row (9) excludes certain shares ¨ |
11 | | Percent of class represented by amount in Row 9 19.5% |
12 | | Type of reporting person IN |
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CUSIP No. Y2711Y104 | | | | Page 3 of 9 Pages |
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1 | | Names of reporting person Best Method Limited |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) ¨ |
3 | | SEC use only |
4 | | Citizenship or place of organization British Virgin Islands |
Number of shares beneficially owned by each reporting person with | | 5 | | Sole voting power 0 |
| 6 | | Shared voting power 0 |
| 7 | | Sole dispositive power 0 |
| 8 | | Shared dispositive power 0 |
9 | | Aggregate amount beneficially owned by each reporting person 0 |
10 | | Check if the aggregate amount in Row (9) excludes certain shares ¨ |
11 | | Percent of class represented by amount in Row 9 None |
12 | | Type of reporting person CO |
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CUSIP No. Y2711Y104 | | Page 4 of 9 Pages |
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1 | | Names of reporting person Champion Allied Limited |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) ¨ |
3 | | SEC use only |
4 | | Citizenship or place of organization British Virgin Islands |
Number of shares beneficially owned by each reporting person with | | 5 | | Sole voting power 0 |
| 6 | | Shared voting power 10,799,999 shares |
| 7 | | Sole dispositive power 0 |
| 8 | | Shared dispositive power 10,799,999 shares |
9 | | Aggregate amount beneficially owned by each reporting person 10,799,999 shares |
10 | | Check if the aggregate amount in Row (9) excludes certain shares ¨ |
11 | | Percent of class represented by amount in Row 9 19.5% |
12 | | Type of reporting person CO |
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CUSIP No. Y2711Y104 | | | | Page 5 of 9 Pages |
Item 1(a). | Name of Issuer: |
GigaMedia Limited
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
8F. No. 22, Land 407, Sec. 2, Tiding Boulevard, Taipei, Taiwan, R.O.C.
Item 2(a). | Name of Persons Filing: |
| III. | Champion Allied Limited |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| I. | No.6-1, Aly. 72, Ln. 114, Sec. 7, Zhongshan N. Rd., Shilin Dist., Taipei City 111, Taiwan, Republic of China |
| II. | P.O. Box 957, Offshore Incorporations Centre, Road Town. Tortola, British Virgin Islands. |
| III. | Corporate Registrations Limited of Sea Meadow House, Blackburne Highway (P.O. Box 116), Road Town, Tortola, British Virgin Islands. |
| II. | British Virgin Islands |
| III. | British Virgin Islands |
Item 2(d). | Title of Class of Securities: |
Common Shares, No Par Value
Y2711Y104
Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| I. | (g)x A parent holding company or control person in accordance with Rule §240.13d-1(b)(1)(ii)(G). |
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CUSIP No. Y2711Y104 | | | | Page 6 of 9 Pages |
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| | I. | | (a) | | Amount beneficially owned by John-Lee Andre Koo: |
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| | | | | | 10,799,999 shares |
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| | | | (b) | | Percent of class: |
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| | | | | | 19.5%, based on the total number of issued and outstanding shares of GigaMedia reported on its Form 20-F as 55,261,661 shares as of March 31, 2015. |
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| | | | (c) | | Number of shares as to which such person has: |
| | | | |
| | | | | | (i) | | Sole power to vote or to direct the vote: |
| | | | |
| | | | | | | | 10,799,999 shares |
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| | | | | | (ii) | | Shared power to vote or to direct the vote: |
| | | | |
| | | | | | | | 0 |
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| | | | | | (iii) | | Sole power to dispose or direct the disposition of: |
| | | | |
| | | | | | | | 10,799,999 shares |
| | | | |
| | | | | | (iv) | | Shared power to dispose or direct the disposition of: |
| | | | |
| | | | | | | | 0 |
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| | II. | | (a) | | Amount beneficially owned by Best Method Limited: |
| | | |
| | | | | | 0 |
| | | |
| | | | (b) | | Percent of class: |
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| | | | | | 0.0% |
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| | | | (c) | | Number of shares as to which such person has: |
| | | | |
| | | | | | (i) | | Sole power to vote or to direct the vote: |
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| | | | | | | | 0 |
| | | | |
| | | | | | (ii) | | Shared power to vote or to direct the vote: |
| | | | |
| | | | | | | | 0 |
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CUSIP No. Y2711Y104 | | | | Page 7 of 9 Pages |
| (iii) | Sole power to dispose or direct the disposition of: |
0
| (iv) | Shared power to dispose or direct the disposition of: |
0
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III. | | (a) | | Amount beneficially owned Champion Allied Limited: |
10,799,999 shares
19.5%, based on the total number of issued and outstanding shares of GigaMedia reported on its Form 20-F as 55,261,661 shares as of March 31, 2015.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
0
| (ii) | Shared power to vote or to direct the vote: |
10,799,999 shares
| (iii) | Sole power to dispose or direct the disposition of: |
0
| (iv) | Shared power to dispose or direct the disposition of: |
10,799,999 shares
Champion Allied Limited is wholly-owned by John-Lee Andre Koo. On the 16th of November, 2015, John-Lee Andre Koo transferred his share holding vehicle for shares of GigaMedia Limited from Best Method Limited to Champion Allied Limited.
Item 5. | Ownership of 5 Percent or Less of a Class. |
| II. | Best Method Limited has ceased to be the beneficial owner of more than five percent of the common shares of GigaMedia Limited. |
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CUSIP No. Y2711Y104 | | | | Page 8 of 9 Pages |
Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
See Item 4.
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. |
See Item 4.
Item 9. | Notice of Dissolution of Group. |
Not Applicable
By signing below each of the undersigned certifies that, to the best of his 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.
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CUSIP No. Y2711Y104 | | | | Page 9 of 9 Pages |
SIGNATURE
November 16, 2015
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JOHN-LEE ANDRE KOO |
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BY: | | /s/ John-Lee Andre Koo |
| | John-Lee Andre Koo |
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BEST METHOD LIMITED |
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BY: | | /s/ Huang, Hsi-Hui |
| | Huang, Hsi-Hui |
| | Director |
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CHAMPION ALLIED LIMITED |
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BY: | | /s/ Cheng, Hsiu-Tze |
| | Cheng, Hsiu-Tze |
| | Director |