UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
| AirMedia Group Inc. |
| (Name of Issuer) |
| |
| Ordinary Shares |
| (Title of Class of Securities) |
| |
| 009411109 |
| (CUSIP Number) |
| |
| December 31, 2017 |
(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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 a prior cover page.
The information required on 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 (the "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).
| 1 | NAMES OF REPORTING PERSONS | | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
First Manhattan Co. 13-1957714 | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
(a)☐ | | |
(b)☐ | | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| United States | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
| 800,000 | | |
| | |
| 6 | SHARED VOTING POWER | | |
| 312,664 | | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
| 800,000 | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
| 312,664 | | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 1,112,664 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
| 1.77% | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| IA, BD | | |
| | |
| 1 | NAMES OF REPORTING PERSONS | | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
| First Beijing Investment (Cayman) Limited | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
(a)☐ | | |
(b)☐ | | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Cayman Islands | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 6 | SHARED VOTING POWER | | |
| 312,664 | | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
| 312,664 | | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 312,664 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
| 0.50% | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| IA | | |
| | |
| 1 | NAMES OF REPORTING PERSONS | | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | |
| First Beijing Investment Limited | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
(a)☐ | | |
(b)☐ | | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Hong Kong | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 6 | SHARED VOTING POWER | | |
| 312,664 | | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
| 312,664 | | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 312,664 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
| 0.50% | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| IA | | |
| | |
AirMedia Group Inc. (the "Issuer')
| Item 1(b) | Address of Issuer's Principal Executive Offices: |
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027 Peoples Republic of China
| Item 2(a) | Name of Person Filing: |
This statement is filed jointly by First Manhattan Co., a New York limited partnership, First Beijing Investment (Cayman) Limited, a Cayman Islands company, and First Beijing Investment Limited, a Hong Kong company.
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
| First Manhattan Co, | 399 Park Avenue |
New York, NY 10022 United States of America
| First Beijing Investment (Cayman) Limited | Scotia Centre, 4th Floor, P.O. Box 2804 |
George Town, Grand Cayman KY1-1112
Cayman Islands
| First Beijing Investment Limited | Level 15, Yardley Commercial Building |
1-6 Connaught Road West Sheung Wan, Hong Kong
| First Manhattan Co. | United States of America |
| First Beijing Investment (Cayman) Limited | Cayman Islands |
| First Beijing Investment Limited | Hong Kong |
| Item 2(d) | Title of Class of Securities: |
Ordinary Shares
009411109
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person Ming is a: |
| (a) | ☒ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ | EI Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☒ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (t) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(I)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | A group, in accordance with §240.13d-1(b)(1)(ii)(J). |
As of December 31, 2017, First Manhattan Co. had sole voting power and sole investment power with respect to 800,000 Ordinary Shares of the Issuer and shared voting power and shared investment power with respect to 312,664 Ordinary Shares of the Issuer, or 1.77% of the 125,629,779 shares that the issuer reported as outstanding as of May 31, 2017.
As of December 31, 2017, First Beijing Investment (Cayman) Limited and First Beijing Investment Limited each had shared voting power and shared investment power with respect to 312,664 Ordinary Shares of the Issuer, or 0.50% of the 125,629,779 shares that the Issuer reported as outstanding as of May 31, 2017.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X] N/A
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
N/A
| Item 8. | Identification and Classification of Members of the Group. |
N/A
| Item 9 | Notice of Dissolution of Group. |
N/A
By signing below I certify that, to the best of my 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
| February 9, 2018 | | |
| | FIRST MANHATTANCO. |
| | |
| | BY: | /s/ Neal K. Steams |
| | | Name: Neal K. Steams |
| | | Title: Managing Director |
| | | |
| | FIRST BEIJING INVESTMENT (CAYMAN) LIMITED |
| | |
| | BY: | /s/ Xiang Huang |
| | | Name: Xiang Huang |
| | | Title: Director |
| | | |
| | FIRST BEIJING INVESTMENT LIMITED |
| | |
| | BY: | /s/ Xiang Huang |
| | | Name: Xiang Huang |
| | | Title: Director |
AGREEMENT
In accordance with Rule 13 d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Ordinary Shares of AirMedia Group Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
| February 9, 2018 | |
| | FIRST MANHATTAN CO. |
| | | |
| | BY: | /s/ Neal K. Stearns |
| | | Name: Neal K. Steams |
| | | Title: Managing Director |
| | | |
| | FIRST BEIJING INVESTMENT (CAYMAN) LIMITED |
| | | |
| | BY: | /s/ Xiang Huang |
| | | Name: Xiang Huang |
| | | Title: Director |
| | | |
| | FIRST BEIJING INVESTMENT LIMITED |
| | | |
| | BY: | /s/ Xiang Huang |
| | | Name: Xiang Huang |
| | | Title: Director |
