SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(Amendment No. )*
Videocon d2h Limited
(Name of Issuer)
American Depositary Shares (ADS),
each representing four Equity Shares, par value 10 rupees per share
(Title of Class of Securities)
92657J 10 1
(CUSIP Number)
January 25, 2016
(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)
x Rule 13d-1(c)
¨ 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 the disclosures provided in a prior cover page. |
The information required in 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 theNotes).
| CUSIP No. 92657J 10 1 | 13G |
| 1. | Name of Reporting Person
WestBridge Crossover Fund, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Republic of Mauritius | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
5,445,301 ADS | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
5,445,301 ADS | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,445,301 ADS | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
5.2% (1) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This percentage is calculated based upon 105,500,000 ADS of the Issuer outstanding as provided by the Issuer on February 3, 2016. |
Page 2
| CUSIP No. 92657J 10 1 | 13G |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Person, in respect of ADS of Videocon d2h Limited (the “Issuer”).
| Item 1(a). | Name of Issuer: |
Videocon d2h Limited
| Item 1(b). | Address of Issuer’s Principal Executive Officers: |
1st Floor, Techweb Centre
New Link Road
Oshiwara Jogeshwari (West)
Mumbai 400 102 Maharashtra, India
| Item 2(a). | Name of Person(s) Filing: |
WestBridge Crossover Fund, LLC
| Item 2(b). | Address of Principal Business Office: |
Twenty Eight, Cybercity
Ebène, Republic of Mauritius 00000
| Item 2(c). | Citizenship or Place of Organization: |
Name | Citizenship or Place of Organization | |
WestBridge Crossover Fund, LLC | Republic of Mauritius |
Item 2(d). Title of Class of Securities:
American Depositary Shares.
Item 2(e). CUSIP Number:
92657J 10 1
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the ownership of the ADS of the Issuer by the Reporting Person filing this statement on Schedule 13G as of January 25, 2016:
Reporting Persons | Shares Held Directly (1) | Sole Voting Power (1) | Shared Voting Power (1) | Sole Dispositive Power (1) | Shared Dispositive Power (1) | Beneficial Ownership (1) | Percentage of Class (1, 2) | |||||||||||||||||||||
WestBridge Crossover Fund, LLC | 5,445,301 | 5,445,301 | 0 | 5,445,301 | 0 | 5,445,301 | 5.2 | % | ||||||||||||||||||||
| (1) | Represents the number of ADS currently held by the Reporting Person. |
| (2) | This percentage is calculated based upon 105,500,000 ADS of the Issuer outstanding as provided by the Issuer on February 3, 2016. |
Page 3
| CUSIP No. 92657J 10 1 | 13G |
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:¨
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
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. | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Page 4
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 4, 2016
WESTBRIDGE CROSSOVER FUND, LLC
| By: | /s/ Peter C. Wendell | |
| Peter C. Wendell | ||
| Director |
Page 5
