This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed on July 10, 2014 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto dated September 25, 2014 (“Amendment No. 1”) and Amendment No. 2 thereto dated October 2, 2014 (“Amendment No. 2”, and together with this Amendment No. 3, the Original Schedule 13D and Amendment No. 1, the “Statement”), and is being filed on behalf of Tencent Holdings Limited, a Cayman Islands company (“Tencent”), Ohio River Investment Limited, a British Virgin Islands company and a direct wholly owned subsidiary of Tencent (“Ohio River”), and THL E Limited, a British Virgin Islands company and a direct wholly owned subsidiary of Tencent (“THL”, together with Tencent and Ohio River, the “Reporting Persons”) in respect of the Class A ordinary shares, par value US$0.00001 per share (the “Class A Shares”) of 58.com Inc., a company incorporated under the laws of the Cayman Islands (the “Issuer”).
This Amendment No. 3 is being filed by the Reporting Persons to report changes to the beneficial ownership as a result of certain purchase made by THL in a block trade (the “Block Trade Purchase”).
Unless otherwise stated herein, the Original Schedule 13D as amended by Amendment No. 1 and Amendment No. 2 remains in full force and effect. All capitalized terms used in this Amendment No. 3 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D, Amendment No. 1 and Amendment No. 2.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and supplemented by inserting the following at the end thereof:
On October 3, 2014, THL purchased an aggregate of 616,621 ADSs, representing 1,233,242 Class A Shares, in the Block Trade Purchase. THL used funds from an affiliate, which is a wholly owned subsidiary of Tencent, to pay for the Block Trade Purchase.
Item 4. Purpose of Transaction
The first paragraph of Item 4 of the Statement are hereby amended and restated in its entirety as follows:
As described in Item 3 above and Item 6 below, which descriptions are incorporated herein by reference in response to this Item 4, this Statement is being filed in connection with the acquisition of the Securities by Ohio River pursuant to the Investment Agreement, and the subsequent open market purchases and block trade purchase by THL. As a result of the transactions described in this Statement, the Reporting Persons acquired approximately 51.01% of the total Class A Shares outstanding on June 30, 2014 and received the right to appoint one director on the board of directors of the Issuer.
Item 4 of the Statement is hereby amended by adding after the second paragraph thereof:
The Block Trade Purchase was also made for investment purposes.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Statement are hereby amended and restated in its entirety as follows:
(a) — (b) As of the date of this Statement, each Reporting Person may be deemed to have beneficial ownership and shared power to vote or direct the vote of 29,689,158 Class A Shares and 14,722,000 Class B Shares.
Based on a total of (i) 72,347,942 Class A Shares outstanding as of June 30, 2014, as communicated by the Issuer to the Reporting Persons on June 30, 2014, which includes 22,083,000 Class A Shares newly issued by the Issuer to Ohio River under the Investment Agreement and 3,803,079 ADSs (representing 7,606,158 Class A Shares) acquired by THL in the September Open Market Purchases and the Block Trade Purchase, and (ii) 14,722,000 Class B Shares newly issued by the Issuer to Ohio River under the Investment Agreement (assuming conversion of the 14,722,000 Class B Shares into 14,722,000 Class A Shares), the Reporting Persons beneficially held approximately 51.01% of the total Class A Shares outstanding on June 30, 2014. Based on a total of 72,347,942 Class A Shares and 103,170,001 Class B Shares outstanding as of June 30, 2014, as communicated by the Issuer to the Reporting Persons on June 30, 2014, each of which respectively include the 22,083,000 Class A Shares and 14,722,000 Class B Shares newly issued by the Issuer to Ohio River under the Investment Agreement (assuming conversion of the 14,722,000 Class B Shares into 14,722,000 Class A Shares), and the 3,803,079 ADSs (representing 7,606,158 Class A Shares) acquired by THL in the September Open Market Purchases and the Block Trade Purchase, the Reporting Persons beneficially held approximately 25.30% of the total Ordinary Shares outstanding on June 30, 2014. Based on their holdings of Ordinary Shares, the Reporting Persons control approximately 16.02% of the total voting power of the total Ordinary Shares outstanding as described above as of June 30, 2014. The percentage of voting power was calculated by dividing the voting power beneficially owned by the Reporting Persons by the voting power of all of the Issuer’s holders of Class A Shares and Class B Shares as a single class as at the date of June 30, 2014. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares is entitled to ten votes per share on all matters submitted to them for a vote.
Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified in Appendix A attached to the Statement beneficially owns any Shares.
Item 5(c) of the Statement is hereby amended by adding after the second paragraph thereof:
On October 3, 2014, THL purchased an aggregate of 616,621 ADSs, representing 1,233,242 Class A Shares, at a price of $37.300 per ADS in the Block Trade Purchase.
