UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 3)
Under the Securities Exchange Act of 1934
| iSoftStone Holdings Limited |
(Name of Issuer)
Ordinary Shares* American Depositary Shares |
(Title of Class of Securities)
| 46489B108** |
(CUSIP Number)
| December 31, 2013 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
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.
| * | Not for trading, but only in connection with the registration of American Depositary Shares each representing ten ordinary shares. |
| ** | This CUSIP number applies to the American Depositary 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 (“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).
SCHEDULE 13G
| CUSIP No.46489B108 | Page 2of 8 Pages |
| 1 | NAMES OF REPORTING PERSONS
AsiaVest Opportunities Fund IV | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 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
42,106,4861 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
42,106,486 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,106,486 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%2 | |||||
12 | TYPE OF REPORTING PERSON
CO | |||||
| 1 | Includes (i) 38,532,766 ordinary shares and (ii) 357,372 American Depositary Shares (“ADSs”), representing 3,573,720 ordinary shares of iSoftStone Holdings Limited (the “Issuer”). |
| 2 | Based on 583,578,303 outstanding ordinary shares as of December 31, 2013, and does not include 46,489,258 ordinary shares reserved for future option exercises. |
SCHEDULE 13G
| CUSIP No. 46489B108 | Page 3 of 8 Pages |
| 1 | NAMES OF REPORTING PERSONS
AsiaVest Partners, TCW/YFY Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 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
42,106,4863 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
42,106,486 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,106,486 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%4 | |||||
12 | TYPE OF REPORTING PERSON
CO | |||||
| 3 | Includes (i) 38,532,766 ordinary shares and (ii) 357,372 ADSs, representing 3,573,720 ordinary shares of the Issuer. |
| 4 | Based on 583,578,303 outstanding ordinary shares as of December 31, 2013, and does not include 46,489,258 ordinary shares reserved for future option exercises. |
SCHEDULE 13G
| CUSIP No. 46489B108 | Page 4 of 8 Pages |
| Item 1 | (a) | Name of Issuer: | ||||||||||
| iSoftStone Holdings Limited | ||||||||||||
| Item 1 | (b) | Address of Issuer’s Principal Executive Offices: | ||||||||||
East Bldg. 16, Courtyard #10 Xibeiwang East Road, Haidian District Beijing 100193, People’s Republic of China | ||||||||||||
| Item 2 | (a) | Name of Person Filing: | ||||||||||
AsiaVest Opportunities Fund IV AsiaVest Partners, TCW/YFY Ltd. | ||||||||||||
| Item 2 | (b) | Address of Principal Business Office or, If None, Residence | ||||||||||
AsiaVest Opportunities Fund IV 11/F, 318, Ruei Guang Road Taipei, Taiwan, R.O.C. 114 | ||||||||||||
AsiaVest Partners, TCW/YFY Ltd. Ugland House P.O. Box 309 Georgetown Grand Cayman, Cayman Islands | ||||||||||||
| Item 2 | (c) | Citizenship | ||||||||||
AsiaVest Opportunities Fund IV - Cayman Islands AsiaVest Partners, TCW/YFY Ltd. - Cayman Islands | ||||||||||||
| Item 2 | (d) | Title of Class of Securities: | ||||||||||
Ordinary shares, par value $0.0001 per share American Depository Shares, each representing ten ordinary shares | ||||||||||||
| Item 2 | (e) | CUSIP Number: | ||||||||||
| 46489B108 | ||||||||||||
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |||||||||||
| Not applicable. | ||||||||||||
SCHEDULE 13G
| CUSIP No. 46489B108 | Page 5 of 8 Pages |
| Item 4. | Ownership | |||||||||
| (a) | Amount Beneficially Owned: | |||||||||
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: | ||||||||||||
AsiaVest Opportunities Fund IV | 42,106,486 ordinary shares | 7.2 | % | 42,106,486 ordinary shares | 0 | 42,106,486 ordinary shares | 0 | |||||||||||
AsiaVest Partners, TCW/YFY Ltd. | 42,106,486 ordinary shares | 7.2 | % | 42,106,486 ordinary shares | 0 | 42,106,486 ordinary shares | 0 | |||||||||||
The percentages of ownership set forth above are based on 583,578,303 outstanding ordinary shares as of December 31, 2013, and do not include 46,489,258 ordinary shares reserved for future option exercises.
AsiaVest Opportunities Fund IV is a Cayman Islands limited liability company. The manager of AsiaVest Opportunities Fund IV is AsiaVest Partners, TCW/YFY Ltd., a Cayman Island company.
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
| Not applicable. | ||||||||||
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person | |||||||||
| Not applicable. | ||||||||||
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person | |||||||||
| Not applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group | |||||||||
| Not applicable. | ||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
| Not applicable. | ||||||||||
| Item 10. | Certifications | |||||||||
| Not applicable. | ||||||||||
SCHEDULE 13G
| CUSIP No. 46489B108 | Page 6 of 8 Pages |
SIGNATURE
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.
Dated: February 12, 2014
| AsiaVest Opportunities Fund IV | ||
| By: | /s/ T.J. Huang | |
| Name: | T.J. Huang | |
| Title: | Director | |
| AsiaVest Partners, TCW/YFY Ltd. | ||
| By: | /s/ T.J. Huang | |
| Name: | T.J. Huang | |
| Title: | Director | |
SCHEDULE 13G
| CUSIP No. 46489B108 | Page 7 of 8 Pages |
LIST OF EXHIBITS
Exhibit | Description | |
| A | Joint Filing Agreement | |
