UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
500.COM LIMITED
(Name of Issuer)
Class A Ordinary Shares, $0.00005 par value per share
(Title of Class of Securities)
338829R100
(CUSIP Number)
Tsinghua Unigroup International Co., Ltd.
F10 Unis Plaza
Tsinghua Science Park
Haidian District, Beijing, PRC 100084
Attention: JIA Shaoxu
Telephone: (86) 18610439100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304
Attention: Charles C. Comey, Esq.
Telephone: (650)813-5723
July 27, 2018
(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) or240.13d-1(g), check the following box. ☐.
| * | 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 the 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 (“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 13D
| CUSIP No. 338829R100 | Page 2 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tsinghua Unigroup International Co., Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
125,685,510 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
125,685,510 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,685,510 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.10% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. 338829R100 | Page 3 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tsinghua Unigroup Capital Management Co., Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
127,027,890 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
127,027,890 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,027,890 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.49% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. 338829R100 | Page 4 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tsinghua Unigroup Co., Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
127,027,890 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
127,027,890 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,027,890 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.49% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
SCHEDULE 13D
| CUSIP No. 338829R100 | Page 5 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zhao Weiguo | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
127,027,890 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
127,027,890 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,027,890 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.49% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
This Amendment No. 13 (“Amendment No. 13”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by each of the Reporting Persons on July 10, 2015, as amended pursuant to the Schedule 13D/A filed with the SEC on March 21, 2016 (“Amendment No. 1”), the Schedule 13D/A filed with the SEC on December 1, 2016 (“Amendment No. 2”), the Schedule 13D/A filed with the SEC on December 12, 2016 (“Amendment No. 3”), the Schedule 13D/A filed with the SEC on May 16, 2017 (“Amendment No. 4”), the Schedule 13D/A filed with the SEC on June 1, 2017 (“Amendment No. 5”), the Schedule 13D/A filed with the SEC on June 9, 2017 (“Amendment No. 6”), the Schedule 13D/A filed with the SEC on June 16, 2017 (“Amendment No. 7”), the Schedule 13D/A filed with the SEC on June 26, 2017 (“Amendment No. 8”), the Schedule 13D/A filed with the SEC on July 3, 2017 (“Amendment No. 9”), the Schedule 13D/A filed with the SEC on August 25, 2017 (“Amendment No. 10”), the Schedule 13D/A filed with the SEC on December 11, 2017 (“Amendment No. 11”) and the Schedule 13D/A filed with the SEC on December 15, 2017 (“Amendment No. 12”) relating to the Class A Ordinary Shares, $0.00005 par value per share (“Class A Shares”), of 500.com Limited, a Cayman Islands corporation (the “Issuer”). Except as specifically provided herein, this Amendment No. 13 does not modify any of the information previously reported in the Schedule 13D as supplemented and amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment No. 12. Capitalized terms used herein shall have the meaning ascribed to them in the Schedule 13D, unless otherwise defined herein.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 is hereby amended and restated in its entirety as follows:
The information set forth in or incorporated by reference in Item 2 of the Schedule 13D and Item 5 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 3.
The aggregate number of Class A Shares beneficially owned by the Reporting Persons is 127,027,890 (the “Shares”), consisting of 63,500,500 Class A Shares and 6,352,739 ADSs representing 10 Class A Shares each. The source of the funds used to purchase the Shares is working capital of the Reporting Persons.
In June 2015, TU International purchased 63,500,500 of the Shares from the Issuer in a private placement for a price per Class A Ordinary Share of US$1.95 for which the aggregate consideration of approximately $123.8 million has been paid.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 1, which is incorporated herein by reference, TU International purchased an aggregate of 407,125 ADSs representing 4,071,250 Class A Shares with an aggregate purchase price of $6,155,125.92.
In June 2016 in a series of open market purchases, TU International purchased an additional 6,413 ADSs representing 64,130 Class A Shares with an aggregate purchase price of $104,323.57.
In November 2016, as set forth in Item 5(c) of Amendment No. 2, which is incorporated herein by reference, TU International purchased an aggregate of 253,525 ADSs representing 2,535,250 Class A Shares with an aggregate purchase price of $3,382,926.87.
In December 2016, as set forth in Item 5(c) of Amendment No. 3, which is incorporated herein by reference, TU International purchased an aggregate of 460,224 ADSs representing 4,602,240 Class A Shares with an aggregate purchase price of $6,163,502.90.
In a series of open market transactions between the filing of Amendment No. 3 and March 2, 2017, TU International purchased and sold ADSs resulting in a net decrease in its position in the amount of 9,370 ADSs representing 93,700 Class A Shares, with aggregate proceeds from such sales to TU International of $502,721.77.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 4, which is incorporated herein by reference, TU International purchased an aggregate of 483,474 ADSs representing 4,834,740 Class A Shares with an aggregate purchase price of $5,474,769.35.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 5, which is incorporated herein by reference, TU International purchased an aggregate of 1,127,997 ADSs representing 11,279,970 Class A Shares with an aggregate purchase price of $10,456,091.77.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 6, which is incorporated herein by reference, TU International purchased an aggregate of 572,614 ADSs representing 5,726,140 Class A Shares with an aggregate purchase price of $5,312,805.75.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 7, which is incorporated herein by reference, TU International purchased an aggregate of 587,449 ADSs representing 5,874,490 Class A Shares with an aggregate purchase price of $5,542,544.87.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 8, which is incorporated herein by reference, TU International purchased an aggregate of 459,711 ADSs representing 4,597,110 Class A Shares with an aggregate purchase price of $4,770,559.44.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 9, which is incorporated herein by reference, TU International purchased an aggregate of 398,220 ADSs representing 3,982,200 Class A Shares with an aggregate purchase price of $4,403,399.73.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 10, which is incorporated herein by reference, TU International purchased an aggregate of 382,695 ADSs representing 3,826,950 Class A Shares with an aggregate purchase price of $3,821,515.78.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 11, which is incorporated herein by reference, TU International purchased an aggregate of 350,187 ADSs representing 3,501,870 Class A Shares with an aggregate purchase price of $3,598,295.22 and TU Capital purchased indirectly an aggregate of 33,200 ADSs representing 332,000 Class A Shares with an aggregate purchase price of $344,370.32.
In a series of open market purchases as set forth in Item 5(c) of Amendment No. 12, which is incorporated herein by reference, TU International purchased an aggregate of 330,387 ADSs representing 3,303,870 Class A Shares with an aggregate purchase price of $3,223,933.92 and TU Capital purchased indirectly an aggregate of 22,200 ADSs representing 222,000 Class A Shares with an aggregate purchase price of $210,873.36.
In a series of open market purchases as set forth in Item 5(c) of this Amendment No. 13, which is incorporated herein by reference, TU International purchased an aggregate of 407,850 ADSs representing 4,078,500 Class A Shares with an aggregate purchase price of $6,269,153.77 and TU Capital purchased indirectly an aggregate of 78,838 ADSs representing 788,380 Class A Shares with an aggregate purchase price of $1,102,720.47.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate number of Class A Shares and the percentage of total outstanding Class A Shares beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Class A Shares in this Statement are based upon the 348,152,032 Class A Shares outstanding as of June 30, 2017 based on the Issuer’s Form6-K filed July 27, 2018. TU International is the record holder of the Shares except for 134,238 ADSs purchased through TU Capital’s direct wholly-owned subsidiary Unis Technology Strategy Investment Limited (“Unis”). The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns shares held by any other Reporting Person.
TU International beneficially owns the Shares, except for 134,238 ADSs purchased through TU Capital’s direct wholly-owned subsidiary Unis, which represents approximately 36.10% of the outstanding Class A Shares calculated in accordance with the requirements of Rule13d-3 under the Act.
TU Capital, as the direct parent company of TU International, may also be deemed to beneficially own the Shares which in aggregate represent approximately 36.49% of the outstanding Class A Shares calculated in accordance with the requirements of Rule13d-3 under the Act.
TU, as an indirect, but controlling, parent company of TU International, and direct parent company of TU Capital, may also be deemed to beneficially own all of the Shares.
Zhao Weiguo, who is the Chairman of the Board of TU and a director of each of TU Capital and TU International and in such capacity possesses the decision making power of TU, TU Capital, and TU International with respect to the voting and disposition of securities beneficially owned and as a result may also be deemed to beneficially own the Shares.
By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Rule 13(d)(3) of the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and as a result beneficially own, the Shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those Shares held by any other member of the group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b) Each of TU, TU Capital, TU International and Zhao Weiguo may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of the Shares with the exception that TU International does not have shared power to vote and dispose or direct the vote and direct the disposition of the ADSs purchased indirectly by TU Capital through Unis.
(c) The following transactions have been effected via public market purchases by TU International of the Issuer’s securities since the filing of Amendment No. 12, except for the purchases on August 2nd and 3rd, 2018 which were effected by TU Capital through its direct wholly-owned subsidiary Unis:
Trade Date | Amount of ADSs | Average Price Per ADS | ||
| December 15, 2017 | 24,010 | $9.90 | ||
| December 18, 2017 | 9,261 | $9.97 | ||
| March 28, 2018 | 200,000 | $16.81 | ||
| March 29, 2018 | 16,400 | $17.22 | ||
| May 15, 2018 | 5,820 | $17.48 | ||
| May 22, 2018 | 6,774 | $17.28 | ||
| May 23, 2018 | 2,700 | $17.49 | ||
| June 14, 2018 | 23,533 | $14.59 | ||
| June 19, 2018 | 6,467 | $14.99 | ||
| June 20, 2018 | 3,456 | $15.30 | ||
| June 28, 2018 | 36,600 | $14.22 | ||
| June 29, 2018 | 9,947 | $14.36 | ||
| July 30, 2018 | 5,500 | $13.36 | ||
| July 31, 2018 | 29,837 | $13.87 | ||
| August 1, 2018 | 27,545 | $13.99 | ||
| August 2, 2018 | 56,510 | $13.98 | ||
| August 3, 2018 | 22,328 | $14.00 |
(d) Not applicable.
(e) Not applicable.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
EXHIBIT NUMBER | DESCRIPTION | |
| 1. | Joint Filing Agreement, dated July 7, 2015, among the Reporting Persons (incorporated by reference to the Schedule 13D dated July 10, 2015). | |
Signatures to Schedule 13D
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.
Pursuant toRule 13d-1(k)(1)(iii) of Regulation13D-G of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.
Dated August 3, 2018
| Tsinghua Unigroup International Co., Ltd. | ||
| By: | /s/ JIA Shaoxu | |
| Name: JIA Shaoxu | ||
| Title:Attorney-in-Fact | ||
| Tsinghua Unigroup Co., Ltd. | ||
| By: | /s/ JIA Shaoxu | |
| Name: JIA Shaoxu | ||
| Title:Attorney-in-Fact | ||
| Tsinghua Unigroup Capital Management Co., Ltd. | ||
| By: | /s/ JIA Shaoxu | |
| Name: JIA Shaoxu | ||
| Title:Attorney-in-Fact | ||
/s/ JIA Shaoxu | ||
| JIA Shaoxu, for and on behalf of | ||
| ZHAO Weiguo by power of attorney | ||
