Moatable (MTBLY) Form 3 Renren / Joseph Chen ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Chen Joseph

(Last) (First) (Middle)

C/O RENREN INC.

2828 N. CENTRAL AVENUE, 7TH FLOOR

(Street)

PHOENIX AZ 85004

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

3. Issuer Name and Ticker or Trading Symbol
Renren Inc. [ RENN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	4,891,021	D
Class B Ordinary Shares	170,258,970	D
American Depositary Shares	3,567,523(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Shares Option (Right to Buy)	(2)	03/21/2023	Class A Ordinary Shares	3,150,000	0.0113	D
Employee Shares Option (Right to Buy)	(2)	05/18/2024	Class A Ordinary Shares	51,893,691	0.0113	D
Employee Shares Option (Right to Buy)	(2)	01/14/2026	Class A Ordinary Shares	39,752,430	0.0113	D

Explanation of Responses:

1. Each American depositary share ("ADS") represents 45 Class A ordinary shares, par value US $0.001 per share, of the Issuer. The number of ADSs reported herein includes 14,850,450 time-based restricted stock units (the "RSUs"), which will vest in equal monthly installments over the next 18 months. Each RSU represents a contingent right to receive one Class A ordinary share. Subject to tax withholding, the Issuer will deliver one ADS to the Reporting Person for every 45 vested RSUs.

2. The option shares are fully vested and exercisable.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Randall Xu, Attorney-In-Fact	01/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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