SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)
(Amendment No. 3)
NQ Mobile Inc.
(Name of Issuer)
American Depository Shares, each ADS represents five class A common shares,
par value $0.0001 per share.
(Title of Class of Securities)
64118U108**
(CUSIP Number)
Ryann Yap
c/o GSR Ventures
Suite 4801, 48/F Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 6, 2013
(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 the subject of 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 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 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)
**The CUSIP number is for the American Depository Shares relating to the Class A Common Shares that trade on the New York Stock Exchange. Each ADS reflects five Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 2 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). GSR Ventures II, L.P. (“GSR II”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER.
16,216,615 shares1all of which are directly owned by GSR II, except that GSR Partners II, L.P. (“Partners II”), the general partner of GSR II, and GSR Partners II, Ltd (GSR II Ltd”), the general partner of Partners II, may be deemed to have sole voting power, and Richard Lim, Sonny Wu, James Ding, Alex Pan, Kevin Fong, and Ryann Yap, the members of GSR II Ltd (the “Members”), may be deemed to have shared voting power with respect to such shares. |
| 8 | SHARED VOTING POWER
See response to row 7. | |
| 9 | SOLE DISPOSITIVE POWER
16,216,615 shares1, all of which are directly owned by GSR II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares. | |
| 10 | SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,216,6152 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.3%3 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN |
1Consists of (i) 9,433,965 Class B Common Shares, which may be converted into 9,433,965 Class A Common Shares, and (ii) 6,782,650 Class A Common Shares represented by 1,356,530 ADSs.
2 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share. Each ADS reflects five Class A Common Shares.
3 Assumes conversion of all such reporting person’s Class B Common Shares and each ADS into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 3 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
GSR ASSOCIATES II, L.P. (“Associates II”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER.
972,9994 shares, all of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares. |
| 8 | SHARED VOTING POWER
See response to row 7. | |
| 9 | SOLE DISPOSITIVE POWER
972,9994shares, all of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares. | |
| 10 | SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 972,9995 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4%6 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN |
4Consists of (i) 566,039 Class B Common Shares, which may be converted into 566,039 Class A Common Shares, and (ii) 406,960 Class A Common Shares represented by 81,392 ADSs.
5 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share. Each ADS reflects five Class A Common Shares.
6 Assumes conversion of all such reporting person’s Class B Common Shares and each ADS into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 4 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). GSR Partners II, L.P. (“Partners II”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
17,189,6147 shares, all of which are directly owned by GSR II and Associates II, except that GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares. |
| 8 | SHARED VOTING POWER
See response to row 7. | |
| 9 | SOLE DISPOSITIVE POWER.
17,189,6147shares, all of which are directly owned by GSR II and Associates II, except that GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares. | |
| 10 | SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,189,6148 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%9 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN |
7Consists of (i) 10,000,004 Class B Common Shares, which may be converted into 10,000,004 Class A Common Shares, and (ii) 7,189,610 Class A Common Shares represented by 1,437,922 ADSs.
8 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share. Each ADS reflects five Class A Common Shares.
9 Assumes conversion of all such reporting person’s Class B Common Shares and each ADS into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 5 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). GSR Partners II, Ltd. (“GSR II Ltd”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER.
17,189,61410 shares, all of which are directly owned by GSR II and Associates II, except that Partners II may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares. |
| 8 | SHARED VOTING POWER
See response to row 7. | |
| 9 | SOLE DISPOSITIVE POWER
17,189,61410shares, all of which are directly owned by GSR II and Associates II, except that Partners II may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares. | |
| 10 | SHARED DISPOSITIVE POWER
See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,189,61411 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%12 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) OO |
10Consists of (i) 10,000,004 Class B Common Shares, which may be converted into 10,000,004 Class A Common Shares, and (ii) 7,189,610 Class A Common Shares represented by 1,437,922 ADSs.
11 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share. Each ADS reflects five Class A Common Shares.
12 Assumes conversion of all such reporting person’s Class B Common Shares and each ADS into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 6 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Richard Lim |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)[_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION US |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER.
25,000 shares represented by 5,000 ADS. |
| 8 | SHARED VOTING POWER
17,189,61413 shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares. | |
| 9 | SOLE DISPOSITIVE POWER.
25,000 shares represented by 5,000 ADS. | |
| 10 | SHARED DISPOSITIVE POWER.
17,189,61413shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,214,61414 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%15 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13Consists of (i) 10,000,004 Class B Common Shares, which may be converted into 10,000,004 Class A Common Shares, and (ii) 7,189,610 Class A Common Shares represented by 1,437,922 ADSs.
14 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
15 Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 7 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Sonny Wu |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER.
36,000 Class A Common Shares represented by 7,200 ADSs. |
| 8 | SHARED VOTING POWER
17,189,61416 shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares. | |
| 9 | SOLE DISPOSITIVE POWER.
36,000 Class A Common Shares represented by 7,200 ADSs. | |
| 10 | SHARED DISPOSITIVE POWER.
17,189,61416shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,225,61417 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%18 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN |
16Consists of (i) 10,000,004 Class B Common Shares, which may be converted into 10,000,004 Class A Common Shares, and (ii) 7,189,610 Class A Common Shares represented by 1,437,922 ADSs.
17 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
18 Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 8 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). James Ding |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER.
536,500 Class A Common Shares represented by 107,300 ADS. |
| 8 | SHARED VOTING POWER
17,189,61419 shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
| |
| 9 | SOLE DISPOSITIVE POWER.
536,500 Class A Common Shares represented by 107,300 ADS.
| |
| 10 | SHARED DISPOSITIVE POWER.
17,189,61419 shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,726,11420 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9%21 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN |
19Consists of (i) 10,000,004 Class B Common Shares, which may be converted into 10,000,004 Class A Common Shares, and (ii) 7,189,610 Class A Common Shares represented by 1,437,922 ADSs.
20 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
21 Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 9 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Alex Pan |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER.
18,000 Class A Common Shares represented by 3,600 ADS.�� |
| 8 | SHARED VOTING POWER
17,189,61422 shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares. | |
| 9 | SOLE DISPOSITIVE POWER.
18,000 Class A Common Shares represented by 3,600 ADS. | |
| 10 | SHARED DISPOSITIVE POWER.
17,189,61422shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,207,61423 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%24 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN |
22Consists of (i) 10,000,004 Class B Common Shares, which may be converted into 10,000,004 Class A Common Shares, and (ii) 7,189,610 Class A Common Shares represented by 1,437,922 ADSs.
23 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
24 Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 10 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Kevin Fong |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER.
0 |
| 8 | SHARED VOTING POWER
17,189,61425 shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares. | |
| 9 | SOLE DISPOSITIVE POWER.
0 | |
| 10 | SHARED DISPOSITIVE POWER.
17,189,61425shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,189,61426 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%27 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN |
25Consists of (i) 10,000,004 Class B Common Shares, which may be converted into 10,000,004 Class A Common Shares, and (ii) 7,189,610 Class A Common Shares represented by 1,437,922 ADSs.
26 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
27 Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 11 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS
Ryann Yap28
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[_] (b)[X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER.
10,000 shares represented by 2,000 ADS |
| 8 | SHARED VOTING POWER
17,189,61429 shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares. | |
| 9 | SOLE DISPOSITIVE POWER.
10,000 shares represented by 2,000 ADS. | |
| 10 | SHARED DISPOSITIVE POWER.
17,189,61429shares, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,61430 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%31 |
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN |
28 Ryann Yap became a Member as of July 1, 2011.
29Consists of (i) 10,000,004 Class B Common Shares, which may be converted into 10,000,004 Class A Common Shares, and (ii) 7,189,610 Class A Common Shares represented by 1,437,922 ADSs.
30 Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
31 Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.
| CUSIP No. 64118108 | 13D | Page 12 of 13 Pages |
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D initially filed on May 4, 2011, as amended by Amendment No. 1 on July 10, 2012 and Amendment No. 2 on July 11, 2012 (as amended, the “Schedule 13D”) and is being filed by (i) GSR Ventures II, L.P., a Cayman Islands limited partnership (“GSR II”); (ii) GSR Associates II, L.P., a Cayman Islands limited partnership (“Associates II”); (iii) GSR Partners II, L.P., a Cayman Islands limited partnership (“Partners II”); (iv) GSR Partners II, Ltd, a Cayman Islands exempted company (“GSR II Ltd”); (v) Richard Lim (“Lim”), a citizen of the United States; (vi) Sonny Wu (“Wu”), a citizen of Canada; (vii) James Ding (“Ding”), a citizen of Hong Kong; (viii) Alex Pan (“Pan”), a citizen of Hong Kong; (ix) Kevin Fong (“Fong”), a citizen of the United States; and (x) Ryann Yap (“Yap”), a citizen of Singapore (collectively with GSR II, Associates II, Partners II, GSR II Ltd, Lim, Wu, Ding, Pan and Fong, the “Reporting Persons”) to report the distribution of an aggregate 17,500,000 Class A common shares, par value $0.0001 per share (the “Class A Common Shares”) in the form of 3,500,000 American Depository Shares (“ADS”) of NQ Mobile Inc. (the “Issuer”), whose principal executive offices are located at No 4 Bldg, 11 Heping Li East St, Dongcheng District, Beijing, 100013, China. Each ADS represents five Class A Common Shares. Except as set forth below, this Amendment No. 3 does not supplement, restate or amend any of the other information disclosed in the Schedule 13D. Capitalized terms not defined in this Amendment No. 3 have the meanings ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following statements:
On September 3, 2013, each of GSR II and Associates II distributed ADSs to their respective partners as described in Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is amended to amend and restate the references to Rows 7-11 and 13 of the cover page for Reporting Persons as follows:
See Rows 7-11 and 13 of the cover page filed with this Amendment No. 3 for each Reporting Person.
Item 5(b) is amended to add the following information:
On September 3, 2013, GSR II and Associates II made distributions to their respective partners of 3,301,887 ADSs and 198,113 ADSs, respectively. The closing value of an ADS at the close of business on September 3, 2013 was $16.92. Except for the foregoing, the Reporting Persons have not effected any transaction in ADSs or common shares of the Issuer during the past 60 days from the date hereof.
| CUSIP No. 64118108 | 13D | Page 13 of 13 Pages |
SIGNATURES
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.
Date: September 6, 2013
| GSR Ventures II, L.P. and GSR Associates II, L.P. | /s/ Richard Lim |
| By GSR Partners II, L.P. | Signature |
| Their General Partner | |
| By GSR Partners II, Ltd | Richard Lim |
| Its General Partner | Director |
| GSR Partners II, L.P. | /s/ Richard Lim |
| By GSR Partners II, Ltd | Signature |
| Its General Partner | |
| Richard Lim | |
| Director | |
| GSR Partners II, Ltd | /s/ Richard Lim |
| Signature | |
| Richard Lim | |
| Director | |
| Richard Lim | /s/ Richard Lim |
| Signature | |
| Sonny Wu | /s/ Sonny Wu |
| Signature | |
| James Ding | /s/ James Ding |
| Signature | |
| Alex Pan | /s/ Alex Pan |
| Signature | |
| Kevin Fong | /s/ Kevin Fong |
| Signature | |
| Ryann Yap | /s/ Ryann Yap |
| Signature |
