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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
CNinsure Inc.
(Name of Issuer)
Ordinary Shares, $0.001 par value
(Title of Class of Securities)
G2352K 108**
(CUSIP Number)
Cathay Capital Holdings II, L.P.
c/o New China Capital Management, LP
Attn: Ling Liu
One Dock Street
Stamford, CT 06902
(203) 328-1800
With a copy to:
George Y. Liu, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 13, 2012
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-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 a prior cover page.
** This CUSIP applies to the American Depository shares (“ADSs”), evidenced by American Depository Receipts, each representing 20 ordinary shares of the Issuer. No CUSIP has been assigned to the ordinary shares.
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).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON Cathay Capital Holdings II, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) WC, BK | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 32,294,420 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 32,294,420 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,294,4201 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%2 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
2 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. Cathay Master GP, Ltd. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 32,294,420 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 32,294,420 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,294,4203 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%4 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
4 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON New China Capital Management, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 32,294,420 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 32,294,420 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,294,4205 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%6 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN |
6 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. NCCM, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 32,294,420 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 32,294,420 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,294,4207 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%8 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
8 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. TAM China, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 32,294,420 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 32,294,420 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,294,4209 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%10 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
10 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. The Cathay Investment Fund, Limited | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) WC | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 104,400 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 104,400 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 104,40011 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%12 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
12 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. New China Investment Management, Inc. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 104,400 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 104,400 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 104,40013 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%14 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, CO |
14 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. Paloma International L.P. / 06-1539218 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) AF | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 9,805,800 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 9,805,800 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,805,80015 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%16 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
16 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. Paloma Partners LLC / 06-1111569 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) WC | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 7,407,940 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 7,407,940 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,407,94017 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%18 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
18 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. Paloma International Limited / Not Applicable | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) WC | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 3,961,180 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 3,961,180 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,961,18019 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%20 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
20 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. Paloma Partners Management Company / 13-3145891 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 21,174,920 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 21,174,920 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,174,92021 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%22 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
22 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON. Trust Asset Management, LLP/ 66-0595952 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States Virgin Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 21,174,920 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 21,174,920 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,174,92023 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%24 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
24 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352K 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON S. Donald Sussman | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) PF, OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 26,075,340 | |
8 | SHARED VOTING POWER 53,573,740 | ||
9 | SOLE DISPOSITIVE POWER 26,075,340 | ||
10 | SHARED DISPOSITIVE POWER 53,573,740 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,649,08025 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%26 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
26 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G2352 108 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON Paul S. Wolansky | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) PF, OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 14,716,740 | |
8 | SHARED VOTING POWER 32,398,820 | ||
9 | SOLE DISPOSITIVE POWER 14,716,740 | ||
10 | SHARED DISPOSITIVE POWER 32,398,820 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,115,56027 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%28 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
28 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
CUSIP No. G4161R 100 | |||
1 | NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF PERSON Hermann Leung | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS (See Instructions) PF,OO | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Australia | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 8,846,520 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 8,846,520 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,846,52029 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%30 | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
30 Based upon a total of 1,003,270,326 outstanding ordinary shares of the Issuer as of December 31, 2011, as reported in the Issuer’s annual report on Form 20-F dated April 24, 2012 (for the fiscal year ended December 31, 2011).
Item 5. | Interest in Securities of the Issuer |
Subparagraphs (a) and (b) of Item 5 are hereby amended and restated as follows:
The following information with respect to the ownership of the Common Stock is provided as of the date hereof:
Reporting Person | Amount beneficially owned: | Percent of class: | Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: |
Cathay Capital Holdings II, L.P. (1) | 32,294,420 | 3.2% | 0 | 32,294,420 | 0 | 32,294,420 |
Cathay Master GP, Ltd. (2) | 32,294,420 | 3.2% | 0 | 32,294,420 | 0 | 32,294,420 |
New China Capital Management, LP (3) | 32,294,420 | 3.2% | 0 | 32,294,420 | 0 | 32,294,420 |
NCCM, LLC (4) | 32,294,420 | 3.2% | 0 | 32,294,420 | 0 | 32,294,420 |
TAM China, LLC (5) | 32,294,420 | 3.2% | 0 | 32,294,420 | 0 | 32,294,420 |
The Cathay Investment Fund, Limited (6) | 104,400 | 0.0% | 0 | 104,400 | 0 | 104,400 |
New China Investment Management, Inc. (7) | 104,400 | 0.0% | 0 | 104,400 | 0 | 104,400 |
PILP (8) | 9,805,800 | 1.0% | 0 | 9,805,800 | 0 | 9,805,800 |
Paloma Partners (9) | 7,407,940 | 0.7% | 0 | 7,407,940 | 0 | 7,407,940 |
Paloma Limited (10) | 3,961,180 | 0.4% | 0 | 3,961,180 | 0 | 3,961,180 |
PPMC (11) | 21,174,920 | 2.1% | 0 | 21,174,920 | 0 | 21,174,920 |
TAM (12) | 21,174,920 | 2.1% | 0 | 21,174,920 | 0 | 21,174,920 |
S. Donald Sussman (13) | 79,649,080 | 7.9% | 26,075,340 | 53,573,740 | 26,075,340 | 53,573,740 |
Paul S. Wolansky (14) | 47,115,560 | 4.7% | 14,716,740 | 32,398,820 | 14,716,740 | 32,398,820 |
Hermann Leung (15) | 8,846,520 | 0.9% | 8,846,520 | 0 | 8,846,520 | 0 |
(1) Cathay Capital is the record owner of 32,294,420 shares of Common Stock.
(2) Cathay GP, as general partner of Cathay Capital, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by Cathay Capital.
(3) New China, as the investment manager of Cathay Capital, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock held directly by Cathay Capital.
(4) NCCM, as general partner of New China, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock held directly by Cathay Capital.
(5) TAM China, as general partner of New China, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock held directly by Cathay Capital.
(6) CIF is the record owner of 104,400 shares of Common Stock.
(7) NCIM, as the investment manager of CIF, may be deemed to have shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by CIF.
(8) PILP is the owner of 9,805,800 shares of Common Stock (through Sunrise).
(9) Paloma Partners is the record owner of 7,407,940 shares of Common Stock.
(10) Paloma Limited is the record owner 3,961,180 shares of Common Stock.
(11) PPMC, as a general partner of PILP, special member of Paloma Partners and adviser to Paloma Limited, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock held by PILP (through Sunrise), Paloma Partners and Paloma Limited.
(12) TAM, as a general partner of PILP, managing member of Paloma Partners and trading advisor to Paloma Limited, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock held by PILP (through Sunrise), Paloma Partners and Paloma Limited.
(13) See Item 3(viii) above for a description of the shares of Common Stock that Mr. Sussman may be deemed to beneficially own.
(14) The 47,115,560 shares of Common Stock beneficially owned by Mr. Wolansky consist of (i) 14,716,740 shares of Common Stock directly held by Mr. Wolansky, (ii) 32,294,420 shares of Common Stock held directly by Cathay Capital and (iii) 104,400 shares of Common Stock held directly by CIF. Mr. Wolansky, as the sole member of NCCM, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock held directly by Cathay Capital. Mr. Wolansky, as the holder of 50% of the outstanding shares of NCIM, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose of or direct the disposition of) the Common Stock held directly by CIF.
(15) The 8,846,520 shares of Common Stock beneficially owned by Mr. Leung consist of (i) 8,826,520 shares of Common Stock directly held by Web-based Securities Limited, the sole shareholder of which is Mr. Leung, and (ii) 20,000 shares of Common Stock directly held by Mr. Leung.
As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the entities identified as holding the Common Stock reported on this Statement) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Act, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Subparagraph (c) of Item 5 is amended and supplemented to add the following information regarding the trading dates, number of shares of Common Stock purchased or sold, and the price per ADS (each of which represents 20 shares of Common Stock) for all transactions by the Reporting Persons in shares of Common Stock within the past 60 days, all of which were brokered transactions:.
Name of Reporting Person | Date | Number of Shares Purchased (Sold) | Average Price per ADS |
Paloma International L.P. | 9/14/2012 | (500,000) | $6.37110032 |
Paloma International L.P. | 10/12/2012 | (66,000) | $5.70450033 |
Paloma International L.P. | 10/15/2012 | (600,000) | $5.72210034 |
Paloma International L.P. | 10/16/2012 | (460,000) | $5.83380035 |
Paloma International L.P. | 10/17/2012 | (500,000) | $5.93920036 |
Paloma International L.P. | 10/18/2012 | (398,000) | $5.94630037 |
Paloma International L.P. | 10/19/2012 | (32,000) | $5.90250038 |
Paloma International L.P. | 10/22/2012 | (240,000) | $5.87810039 |
Paloma International L.P. | 10/23/2012 | (306,140) | $5.79775840 |
Paloma International L.P. | 10/24/2012 | (358,440) | $5.80440041 |
Paloma International L.P. | 10/25/2012 | (444,000) | $5.85550042 |
Paloma International L.P. | 11/1/2012 | (500,000) | $6.22817443 |
Paloma International L.P. | 11/2/2012 | (500,000) | $6.58430044 |
Paloma International L.P. | 11/5/2012 | (386,000) | $7.05850045 |
Paloma International L.P. | 11/6/2012 | (376,400) | $7.17710046 |
Paloma International L.P. | 11/7/2012 | (236,000) | $7.04990047 |
Paloma International L.P. | 11/12/2012 | (100,000) | $7.18000048 |
Paloma International L.P. | 11/13/2012 | (420,000) | $7.15300049 |
32 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $6.20 to $6.50. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
33 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.70 to $5.80. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
34 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.65 to $5.82. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
35 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.76 to $5.90. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
36 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.87 to $5.96. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
37These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.90 to $6.02. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
38 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.90 to $5.91. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
39 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.87 to $5.90. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
40 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.79 to $5.81. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
41These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.80 to $5.84. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
42 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $5.80 to $5.90. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
43 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $6.00 to $6.31. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
44 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $6.23 to $6.77. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
45 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $6.78 to $7.19. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
46 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $7.15 to $7.26. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
47 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $7.00 to $7.17. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
48 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $7.15 to $7.21. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
49 These shares of Common Stock were sold by PILP in multiple transactions at prices ranging from $7.05 to $7.21. PILP hereby undertakes to provide upon request by the SEC Staff full information regarding the number of shares purchased or sold at each separate price.
Item 7. | Material to Be Filed as Exhibits |
Exhibit 1 | Joint Filing Agreement, dated December 29, 2011, by and among the Reporting Persons. |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: November 15, 2012
CATHAY CAPITAL HOLDINGS II, L.P. | ||||||
By: | Cathay Master GP, Ltd., its general partner | |||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Director | ||||||
CATHAY MASTER GP, LTD. | ||||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Director | ||||||
NEW CHINA CAPITAL MANAGEMENT, LP | ||||||
By: | NCCM, LLC, its general partner | |||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Member | ||||||
NCCM, LLC | ||||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Member | ||||||
THE CATHAY INVESTMENT FUND, LIMITED | ||||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Director | ||||||
PAUL S. WOLANSKY | ||||||
/s/ Paul S. Wolansky | ||||||
HERMANN LEUNG | ||||||
/s/ Hermann Leung | ||||||
NEW CHINA INVESTMENT MANAGEMENT, INC. | ||||||
By: /s/ Paul S. Wolansky | ||||||
Name: Paul S. Wolansky | ||||||
Title: Chairman |
TAM CHINA, LLC | |||||||
By: | /s/ S. Donald Sussman | ||||||
Name: S. Donald Sussman | |||||||
Title: Member | |||||||
PALOMA INTERNATIONAL, L.P. | |||||||
By: | Trust Asset Management, LLP, its general partner | ||||||
By: | Capital Asset Management, Inc. its managing partner | ||||||
By: | /s/ S. Donald Sussman | ||||||
Name: S. Donald Sussman | |||||||
Title: President | |||||||
PALOMA PARTNERS LLC | |||||||
By: | Trust Asset Management, LLP, its managing member | ||||||
By: | Capital Asset Management, Inc., its managing partner | ||||||
By: | /s/ S. Donald Sussman | ||||||
Name: S. Donald Sussman | |||||||
Title: President | |||||||
PALOMA INTERNATIONAL LIMITED | |||||||
By: /s/ Gregory Hayt | |||||||
Name: Gregory Hayt | |||||||
Title: Vice President | |||||||
PALOMA PARTNERS MANAGEMENT COMPANY | |||||||
By: | /s/ Michael J. Berner | ||||||
Name: Michael J. Berner | |||||||
Title: Executive Vice President | |||||||
TRUST ASSET MANAGEMENT, LLP | |||||||
By: Capital Asset Management, Inc., its managing partner | |||||||
By: /s/ S. Donald Sussman | |||||||
Name: S. Donald Sussman | |||||||
Title: President | |||||||
S. DONALD SUSSMAN | |||||||
/s/ S. Donald Sussman | |||||||
Exhibit I
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of CNinsure Inc., and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: December 29, 2011
CATHAY CAPITAL HOLDINGS II, L.P. | ||||||
By: | Cathay Master GP, Ltd., its general partner | |||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Director | ||||||
CATHAY MASTER GP, LTD. | ||||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Director | ||||||
NEW CHINA CAPITAL MANAGEMENT, LP | ||||||
By: | NCCM, LLC, its general partner | |||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Member | ||||||
NCCM, LLC | ||||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Member | ||||||
THE CATHAY INVESTMENT FUND, LIMITED | ||||||
By: | /s/ Paul S. Wolansky | |||||
Name: Paul S. Wolansky | ||||||
Title: Director | ||||||
PAUL S. WOLANSKY | ||||||
/s/ Paul S. Wolansky | ||||||
HERMANN LEUNG | ||||||
/s/ Hermann Leung | ||||||
NEW CHINA INVESTMENT MANAGEMENT, INC. | ||||||
By: /s/ Paul S. Wolansky | ||||||
Name: Paul S. Wolansky | ||||||
Title: Chairmant |
TAM CHINA, LLC | ||||||
By: | /s/ S. Donald Sussman | |||||
Name: S. Donald Sussman | ||||||
Title: Member | ||||||
PALOMA INTERNATIONAL, L.P. | ||||||
By: | Trust Asset Management, LLP, its general partner | |||||
By: | Capital Asset Management, Inc. its managing partner | |||||
By: | /s/ S. Donald Sussman | |||||
Name: S. Donald Sussman | ||||||
Title: President | ||||||
PALOMA PARTNERS LLC | ||||||
By: | Trust Asset Management, LLP, its managing member | |||||
By: | Capital Asset Management, Inc., its managing partner | |||||
By: | /s/ S. Donald Sussman | |||||
Name: S. Donald Sussman | ||||||
Title: President | ||||||
PALOMA INTERNATIONAL LIMITED | ||||||
By: | Trust Asset Management, LLP, its trading advisor | |||||
By: | Capital Asset Management, Inc., its managing partner | |||||
By: | /s/ S. Donald Sussman | |||||
Name: S. Donald Sussman | ||||||
Title: President | ||||||
PALOMA PARTNERS MANAGEMENT COMPANY | ||||||
By: | /s/ Michael J. Berner | |||||
Name: Michael J. Berner | ||||||
Title: Executive Vice President | ||||||
TRUST ASSET MANAGEMENT, LLP | ||||||
By: | /s/ S. Donald Sussman | |||||
Name: S. Donald Sussman | ||||||
Title: President | ||||||
S. DONALD SUSSMAN | ||||||
/s/ S. Donald Sussman | ||||||