UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
March 17, 2016
(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) or 240.13d-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) x
| |||||
| 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
| |||||
| 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
67,571,750 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
67,571,750 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,571,750 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.60% | |||||
| 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) x
| |||||
| 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
| |||||
| 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
67,571,750 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
67,571,750 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,571,750 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.60% | |||||
| 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 Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 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
| |||||
| 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
67,571,750 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
67,571,750 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,571,750 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.60% | |||||
| 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) x
| |||||
| 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
| |||||
| 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
67,571,750 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
67,571,750 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,571,750 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.60% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by each of the Reporting Persons on July 10, 2015 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. 1 does not modify any of the information previously reported in the Schedule 13D. 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 Items 2 and 5 of this Schedule 13D 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 67,571,750 (the “Shares”), consisting entirely of Class A Shares. The source of the funds used to purchase the Shares described above 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), which is incorporated herein by reference, TU International purchased an aggregate of 4,071,250 Shares with an aggregate purchase price of $6,155,125.92. All of such additional Shares were acquired with TU International’s working capital.
| 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 344,775,280 Class A Shares outstanding as of March 21, 2016 based on information provided to the Reporting Persons by the Issuer. TU International is the record holder of the Shares. 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, which represents approximately 19.60% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
TU Capital, as the direct parent company of TU International, may also be deemed to beneficially own the Shares.
TU, as an indirect, but controlling, parent company of TU International, may also be deemed to beneficially own 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 an aggregate of the Shares.
(c) The following transactions have been effected by TU International during the past sixty days in open market purchases:
Trade Date | Amount of ADSs | Average Price Per ADS | ||||||
March 16, 2016 | 266,400 | $ | 15.00 | |||||
March 17, 2016 | 94,566 | $ | 15.00 | |||||
March 18, 2016 | 46,159 | $ | 16.05 | |||||
(d) Not applicable.
(e) Not applicable.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
EXHIBIT | 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 to Rule 13d-1(k)(1)(iii) of Regulation 13D-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 March 21, 2016
| Tsinghua Unigroup International Co., Ltd. | ||
| By: | /s/ JIA Shaoxu | |
Name: Title: | JIA Shaoxu Attorney-in-Fact | |
| Tsinghua Unigroup Co., Ltd. | ||
| By: | /s/ JIA Shaoxu | |
Name: Title: | JIA Shaoxu Attorney-in-Fact | |
| Tsinghua Unigroup Capital Management Co., Ltd. | ||
| By: | /s/ JIA Shaoxu | |
Name: Title: | JIA Shaoxu Attorney-in-Fact | |
/s/ JIA Shaoxu | ||
JIA Shaoxu, for and on behalf of ZHAO Weiguo by power of attorney | ||
Annex A
Name and Business Address | Present Principal Occupation | Citizenship | ||
| Tsinghua Unigroup Co., Ltd. | ||||
| ZHAO, Weiguo | Tsinghua Unigroup Ltd. Chairman of the Board | People’s Republic of China | ||
| 10F, Ziguang Building, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
LI, Yanhe
10F, Ziguang Building, Tsinghua Science Park, Haidian District, Beijing 100084 | Tsinghua Unigroup Ltd. Vice Chairman of the Board; Party Secretary (Communist Party of China) | People’s Republic of China | ||
| LI, Zhongxiang | Tsinghua Unigroup Ltd. Vice Chairman of the Board | People’s Republic of China | ||
| 25F, Building A, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
| ZHAO, Yanlai | Tsinghua Unigroup Ltd. Director | People’s Republic of China | ||
| 25F, Building A, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
| LI, Yi | Tsinghua Unigroup Ltd. Director | People’s Republic of China | ||
| 10F, Ziguang Building, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
| ZHANG, Yadong | Tsinghua Unigroup Ltd. Director, President | People’s Republic of China | ||
| 6F, Ziguang Building, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
| CAO, Yuangang | Tsinghua Unigroup Ltd. Director | People’s Republic of China | ||
| 25F, Building A, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
| Tsinghua Unigroup Capital Management Co., Ltd. | ||||
| ZHAO, Weiguo | Tsinghua Unigroup Capital Management Co., Ltd. Director | People’s Republic of China | ||
| 10F, Ziguang Building, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
| ZHANG, Yadong | Tsinghua Unigroup Capital Management Co., Ltd. Director | People’s Republic of China | ||
| 6F, Ziguang Building, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
| ZHENG, Bo | Tsinghua Unigroup Capital Management Co., Ltd. Director | People’s Republic of China | ||
| 6F, Ziguang Building, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
| Tsinghua Unigroup International Co., Ltd. | ||||
| ZHAO, Weiguo | Tsinghua Unigroup International Co., Ltd. Director | People’s Republic of China | ||
| 10F, Ziguang Building, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
| ZHANG, Yadong | Tsinghua Unigroup International Co., Ltd. Director | People’s Republic of China | ||
| 6F, Ziguang Building, Tsinghua Science Park, Haidian District, Beijing 100084 | ||||
