Wu Zhanming Form 3 One Horizon / Zhanming Wu 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^*

Wu Zhanming

(Last) (First) (Middle)

C/O DACHAO ASSET MGMT (SHANGHAI) CO, LTD

NO. 868 PUMING RD, BLDG NO. 5, RM 703

(Street)

SHANGHAI F4 200120

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/04/2017

3. Issuer Name and Ticker or Trading Symbol
One Horizon Group, Inc. [ OHGI ]

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

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

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)

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
8% Series A Convertible Debenture(1)	12/22/2014(2)	01/31/2018(2)	Common Stock	13,000,000(2)(3)	0.2577(2)	D
Class C Warrant (right to buy)(1)	12/22/2014	12/21/2018	Common Stock	64,815(3)(4)	18(4)	D
Class D Warrant (right to buy)(1)	12/22/2014	12/21/2018	Common Stock	64,815(3)(4)	21(4)	D

Explanation of Responses:

1. The Reporting Person purchased the 8.0% Series A Convertible Debenture (the "Convertible Debenture"), the Class C Warrant, and the Class D Warrant (collectively, the "Securities") for $3,500,000 on December 22, 2014 pursuant to a security purchase agreement (the "Purchase Agreement") with One Horizon Group, Inc. (the "Company").

2. The Convertible Debenture became exercisable within 60 days into more than 10% of the Company's common stock upon the execution of an agreement with the Company on September 4, 2017 pursuant to which the Reporting Person agreed that he would not demand payment of the Convertible Debenture on or prior to October 1, 2017, in consideration for the right to convert $3,000,000 in aggregate amount of the Convertible Debenture, together with all accrued but unpaid interest on the entire principal amount of the Convertible Debenture, into 13,000,000 shares of the Company's common stock at any time on or before January 31, 2018.

3. The Company is not obligated to issue any shares of common stock upon exercise or conversion, as applicable, of the Securities, and the Reporting Person does not have the right to receive, upon such exercise or conversion, any shares of the Company's common stock, if the issuance of such shares of common stock would exceed more than an aggregate of 19.99% of the number of the Company's outstanding shares of common stock, except that such limitation does not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq OMX Market for issuances of common stock in excess of such amount.

4. The amount of underlying securities and the exercise price of the warrants have been adjusted to account for the Company's 6:1 reverse stock split, which was completed on April 14, 2017.

	/s/ Zhanming Wu	09/14/2017
	** 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).
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