UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, DC 20549 | ||
SCHEDULE 13D/A |
Pactera Technology International Ltd. |
(Name of Issuer) |
Common shares, par value $0.00139482 per share |
(Title of Class of Securities) |
6952551091 |
(CUSIP Number) |
GGV Capital |
2494 Sand Hill Road, Suite 100 |
Menlo Park, California 94025 |
United States of America |
Telephone: 650-475-2150 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
March 27, 2014 |
(Date of Event Which Requires Filing of this Statement) |
CUSIP No. 695255109 | Page 2 of 24 Pages | ||||||
1. | Names of Reporting Persons Granite Global Ventures (Q.P.) L.P. | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization Delaware, United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person PN | ||||||
CUSIP No. 695255109 | Page 3 of 24 Pages | ||||||
1. | Names of Reporting Persons Granite Global Ventures L.P. | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization Delaware, United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person PN | ||||||
CUSIP No. 695255109 | Page 4 of 24 Pages | ||||||
1. | Names of Reporting Persons Granite Global Ventures L.L.C. | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization Delaware, United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person OO | ||||||
CUSIP No. 695255109 | Page 5 of 24 Pages | ||||||
1. | Names of Reporting Persons Granite Global Ventures II L.P. | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization Delaware, United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person PN | ||||||
CUSIP No. 695255109 | Page 6 of 24 Pages | ||||||
1. | Names of Reporting Persons GGV II Entrepreneurs Fund L.P. | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization Delaware, United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0%(4) | ||||||
14. | Type of Reporting Person PN | ||||||
CUSIP No. 695255109 | Page 7 of 24 Pages | ||||||
1. | Names of Reporting Persons Granite Global Ventures II L.L.C. | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization Delaware, United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person OO | ||||||
CUSIP No. 695255109 | Page 8 of 24 Pages | ||||||
1. | Names of Reporting Persons Ray A. Rothrock | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person IN | ||||||
CUSIP No. 695255109 | Page 9 of 24 Pages | ||||||
1. | Names of Reporting Persons Anthony Sun | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person IN | ||||||
CUSIP No. 695255109 | Page 10 of 24 Pages | ||||||
1. | Names of Reporting Persons Scott B. Bonham | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization Canada | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person IN | ||||||
CUSIP No. 695255109 | Page 11 of 24 Pages | ||||||
1. | Names of Reporting Persons Joel D. Kellman | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person IN | ||||||
CUSIP No. 695255109 | Page 12 of 24 Pages | ||||||
1. | Names of Reporting Persons Hany M. Nada | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person IN | ||||||
CUSIP No. 695255109 | Page 13 of 24 Pages | ||||||
1. | Names of Reporting Persons Thomas K. Ng | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person IN | ||||||
CUSIP No. 695255109 | Page 14 of 24 Pages | ||||||
1. | Names of Reporting Persons Jixun Foo | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization Singapore | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person IN | ||||||
CUSIP No. 695255109 | Page 15 of 24 Pages | ||||||
1. | Names of Reporting Persons Glenn Solomon | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization United States of America | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person IN | ||||||
CUSIP No. 695255109 | Page 16 of 24 Pages | ||||||
1. | Names of Reporting Persons Jenny Lee | ||||||
2. | Check the Appropriate Box if a Member of a Group | ||||||
(a) | o | ||||||
(b) | x | ||||||
3. | SEC Use Only | ||||||
4. | Source of Funds OO – See Item 3 | ||||||
5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o | ||||||
6. | Citizenship or Place of Organization Singapore | ||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |||||
8. | Shared Voting Power 0 | ||||||
9. | Sole Dispositive Power 0 | ||||||
10. | Shared Dispositive Power 0 | ||||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||||||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares £ | ||||||
13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||||||
14. | Type of Reporting Person IN | ||||||
Explanatory Note |
This Amendment No. 3 to Schedule 13D (this "Schedule 13D/A") amends and supplements the Schedule 13D previously filed by the undersigned with the Securities and Exchange Commission on June 6, 2013, as amended by Amendment No. 1 to Schedule 13D, filed by the undersigned with the Securities and Exchange Commission on September 16, 2013 and Amendment No. 2 to Schedule 13D, filed by the undersigned with the Securities and Exchange Commission on October 21, 2013 (as amended, the "Original Schedule 13D").
All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.
Item 4 | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On March 6, 2014, at 10:00 a.m. (Beijing time), an extraordinary general meeting of shareholders of the Issuer was held at Building C-4, No. 66 Xixiaokou Road, Haidian District, Beijing 100192, the People’s Republic of China. At the extraordinary general meeting, the shareholders of the Issuer voted in person or by proxy to authorize and approve the Merger Agreement, the plan of merger substantially in the form attached as Annex A to the Merger Agreement and the transactions contemplated thereby, including the merger.
On March 26, 2014, the Issuer and Merger Sub filed the plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of March 26, 2014, pursuant to which the Merger became effective on March 27, 2014. As a result of the Merger, the Issuer ceased to be a publicly traded company and became indirectly wholly owned by Parent.
At the effective time of the Merger, each outstanding Common Share (including the Common Shares represented by ADSs), other than (a) the Rollover Shares, (b) Common Shares held by Parent, the Company or any of their subsidiaries (collectively, with the Rollover Shares, the “Excluded Shares”) and (c) Common Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under Section 238 of the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, was cancelled in exchange for the right to receive $7.30 in cash without interest, and each issued and outstanding ADS (other than any ADS that represents Excluded Shares), each representing one Common Share, was cancelled in exchange for the right to receive an amount in cash equal to the merger consideration, less up to $0.05 per ADS in cancellation fees pursuant to the terms of the ADS deposit agreement of the Company, in each case, net of any applicable withholding taxes.
As a result of the Merger, all of the Common Shares beneficially owned by the Reporting Persons prior to the effective time were contributed to Parent in exchange for the right to subscribe for the ordinary shares or other equity based securities of Parent in accordance with the GGV Contribution Agreement and the Reporting Persons no longer beneficially owns any Common Shares of the Issuer.
Following the Merger, the ADSs of the Issuer will no longer be listed on any securities exchange or quotation system, including the NASDAQ Global Select Market. In addition, 90 days after the filing of Form 15 in connection with the completion of the transaction, or such shorter period as may be determined by the Commission, the registration of the ADSs and the underlying Common Shares under the Exchange Act will be terminated.
18 |
Item 5 | Interest in Securities of the Issuer |
(c) Except for the transactions described in Item 4, none of the Reporting Persons has effected any transactions in the Common Shares during the past 60 days.
(d)-(e) Not applicable.
19 |
GRANITE GLOBAL VENTURES (Q.P.) L.P. | ||
GRANITE GLOBAL VENTURES L.P. | ||
BY: | GRANITE GLOBAL VENTURES L.L.C. | |
ITS: | GENERAL PARTNER | |
By: | /s/ Hany M. Nada | |
Hany M. Nada | ||
Managing Director | ||
GRANITE GLOBAL VENTURES L.L.C. | ||
By: | /s/ Hany M. Nada | |
Hany M. Nada | ||
Managing Director | ||
GRANITE GLOBAL VENTURES II L.P. | ||
GGV II ENTREPRENEURS FUND L.P. | ||
BY: | GRANITE GLOBAL VENTURES II L.L.C | |
ITS: | GENERAL PARTNER | |
By: | /s/ Hany M. Nada | |
Hany M. Nada | ||
Managing Director |
20 |
GRANITE GLOBAL VENTURES II L.L.C. | ||
By: | /s/ Hany M. Nada | |
Hany M. Nada | ||
Managing Director |
/s/ Hany M. Nada | ||
Hany M. Nada as Attorney-in-fact for Ray A. Rothrock | ||
/s/ Hany M. Nada | ||
Hany M. Nada as Attorney-in-fact for Anthony Sun | ||
/s/ Hany M. Nada | ||
Hany M. Nada as Attorney-in-fact for Scott B. Bonham | ||
/s/ Hany M. Nada | ||
Hany M. Nada as Attorney-in-fact for Joel D. Kellman | ||
/s/ Hany M. Nada | ||
Hany M. Nada as Attorney-in-fact for Jixun Foo | ||
/s/ Hany M. Nada | ||
Hany M. Nada as Attorney-in-fact for Glenn Solomon | ||
/s/ Hany M. Nada | ||
Hany M. Nada | ||
/s/ Hany M. Nada | ||
Hany M. Nada as Attorney-in-fact for Thomas K. Ng | ||
/s/ Hany M. Nada | ||
Hany M. Nada as Attorney-in-fact for Jenny Lee |
21 |