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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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Sohu.com Limited (Name of Issuer) |
Ordinary Shares, $0.001 par value (Title of Class of Securities) |
83410S108 (CUSIP Number) |
Timothy B. Bancroft Goulston & Storrs PC, One Post Office Square Boston, MA, 02109 617-574-3511 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/20/2024 (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 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
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| CUSIP No. | 83410S108 |
| 1 |
Name of reporting person
Charles Zhang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,462,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
37.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, $0.001 par value |
| (b) | Name of Issuer:
Sohu.com Limited |
| (c) | Address of Issuer's Principal Executive Offices:
LEVEL 18, SOHU.COM MEDIA PLAZA, BLOCK 3, NO. 2 KEXUEYUAN S. RD., HAIDIAN DISTRICT, BEIJING,
CHINA
, 100190. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby supplemented as follows:
On December 20, 2024, Charles Zhang ("Dr. Zhang") exercised an option for the purchase of 75,000 ordinary shares, par value $0.001 per share ("Ordinary Shares"), of Sohu.com Limited, a Cayman Islands company (the "Issuer"), at an exercise price of $0.001 per share. Dr. Zhang funded the purchase with his personal funds. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby supplemented as follows:
On December 20, 2024, Dr. Zhang exercised an option for the purchase of 75,000 Ordinary Shares of the Issuer for investment purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read in its entirety as follows:
Amount Beneficially Owned:
As of the date of this Amendment No. 15 (this "Amendment"), Dr. Zhang beneficially owns or may be deemed to beneficially own 11,462,100 Ordinary Shares, which include (i) 343,700 Ordinary Shares represented by an equal number of American depositary shares ("ADSs"), each representing one Ordinary Share, that are held by Dr. Zhang; (ii) 70,000 Ordinary Shares issuable upon the exercise of share options held by Dr. Zhang that are vested or will vest within 60 days following the date of this Amendment; and (iii) 11,048,400 Ordinary Shares represented by ADSs held by Photon Group Limited, a British Virgin Islands corporation ("Photon"). Dr. Zhang is one of the Directors of Photon and may be deemed to beneficially own the 11,048,400 Ordinary Shares beneficially owned by Photon. Dr. Zhang shares with the other Directors of Photon the power to vote and dispose of or direct the disposition of such Ordinary Shares. Dr. Zhang disclaims beneficial ownership of the 11,048,400 Ordinary Shares represented by the ADSs held by Photon except to the extent of his pecuniary interest in such Ordinary Shares. Photon is a British Virgin Islands corporation with principal offices at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Photon is an investment holding company. During the five years prior to the date of this Amendment, neither Photon nor any of its directors, officers, shareholders, or control persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Also, during the five years prior to the date hereof, neither Photon nor any of its directors, officers, shareholders, or control persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Perecent of Class: 37.9%
The foregoing percentage is calculated basd on 30,155,400 Ordinary Shares of the Issuer outstanding as of December 20, 2024. |
| (b) | Item 5(b) is hereby amended and restated to read in its entirety as follows:
Number of shares as to which Dr. Zhang has:
(i) sole power to vote or to direct the vote: 413,700 Ordinary Shares.
(ii) shared power to vote or to direct the vote: 11,048,400 Ordinary Shares.
(iii) sole power to dispose or to direct the disposition of: 413,700 Ordinary Shares.
(iv) shared power to dispose or to direct the disposition of: 11,048,400 Ordinary Shares. |
| (c) | The following transactions have been effected during the past 60 days: See Item 3. |
| 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.
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