UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
NQ Mobile Inc.
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(Name of Issuer)
American Depositary Shares each representing five Class A Ordinary Shares,
par value $0.0001 per share
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(Title of Class of Securities)
64118U108
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(CUSIP Number)
Altimeter Capital Management LLC, One International Place, Suite 2400, Boston,
MA, 617-310-6142
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2013
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(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
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).
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CUSIP No. 64118U108 13G Page 2 of 9 Pages
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1. Names of Reporting Persons.
Altimeter Capital Management LLC
I.R.S. Identification Nos. of above persons (entities only)
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2. Check the Appropriate Box If a Member of a Group
(See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Citizenship or Place of Organization
Altimeter Capital Management LLC -- Delaware
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5. SOLE VOTING POWER
0 shares
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6. SHARED VOTING POWER
NUMBER OF
SHARES 37,636,470 total (21,469,470 shares and the right to
acquire 16,167,000 additional shares)
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
37,636,470 total (21,469,470 shares and the right to
acquire 16,167,000 additional shares)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
37,636,470 total (21,469,470 shares and the right to acquire
16,167,000 additional shares)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |_|
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11. Percent of Class Represented by Amount in Row (9)
Altimeter Capital Management LLC -- 17.3% total (9.9% shares and the
right to acquire an additional 7.4% shares)
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12. Type of Reporting Person (See Instructions)
Altimeter Capital Management LLC--IA
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CUSIP No. 64118U108 13G Page 3 of 9 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Altimeter Partners Fund, L.P.
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2. Check the Appropriate Box If a Member of a Group
(See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Citizenship or Place of Organization
Altimeter Partners Fund, L.P.-- Delaware
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5. SOLE VOTING POWER
0 shares
-------------------------------------------------------------
6. SHARED VOTING POWER
NUMBER OF
SHARES 37,636,470 total (21,469,470 shares and the right to
acquire 16,167,000 additional shares)
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
37,636,470 total (21,469,470 shares and the right to
acquire 16,167,000 additional shares)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
37,636,470 total (21,469,470 shares and the right to acquire
16,167,000 additional shares)
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |_|
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
Altimeter Partners Fund, L.P.-- 17.3% total (9.9% shares and the right
to acquire an additional 7.4% shares)
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12. Type of Reporting Person (See Instructions)
Altimeter Partners Fund, L.P.--PN
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CUSIP No. 64118U108 13G Page 4 of 9 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Brad Gerstner
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2. Check the Appropriate Box If a Member of a Group
(See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Citizenship or Place of Organization
Brad Gerstner--United States
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5. SOLE VOTING POWER
0 shares
-------------------------------------------------------------
6. SHARED VOTING POWER
NUMBER OF
SHARES 37,636,470 total (21,469,470 shares and the right to
acquire 16,167,000 additional shares)
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
37,636,470 total (21,469,470 shares and the right to
acquire 16,167,000 additional shares)
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
37,636,470 total (21,469,470 shares and the right to acquire
16,167,000 additional shares)
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |_|
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
Brad Gerstner -- 17.3% total (9.9% shares and the right to acquire an
additional 7.4% shares)
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12. Type of Reporting Person (See Instructions)
Brad Gerstner--IN
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CUSIP No. 64118U108 13G Page 5 of 9 Pages
Item 1.
(a) Name of Issuer:
NQ Mobile Inc.
(b) Address of Issuer's Principal Executive Offices:
No.4 Building, 11 Heping Li East Street
Dongcheng District, Beijing 100013
The People's Republic of China
Item 2.
(a) Name of Person Filing
This joint statement on Schedule 13G is being filed by Altimeter Capital
Management LLC, Altimeter Partners Fund, L.P. and Brad Gerstner, who are
collectively referred to as the "Reporting Persons." Mr. Gerstner is the
sole managing member of Altimeter Capital Management LLC (the "Investment
Manager"),which is the investment manager of Altimeter Partners Fund, L.P.
(the "Fund"). The Reporting Persons have entered into a Joint Filing
Agreement, dated as of the date hereof, a copy of which is filed with this
Schedule 13G as Exhibit 1 (which is incorporated herein by reference),
pursuant to which the Reporting Persons have agreed to file this statement
jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
(b) Address of the Principal Office or, if none, residence
The principal business office of the Reporting Persons with respect to the
shares reported hereunder is One International Place, Suite 2400,
Boston, MA 02110.
(c) Citizenship
The Investment Manager is a Delaware limited liability company. The Fund
is a Delaware limited partnership. Mr. Gerstner is a United States citizen.
(d) Title of Class of Securities
American Depository Shares each representing five Class A Ordinary Shares,
par value $0.0001 per share (he "Class A Shares").
(e) CUSIP Number
64118U108.
Item 3. If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
Not applicable.
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with S.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
S.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
S. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with S.240.13d-1(b)(1)(ii)(J).
Page 6 of 9
Item 4. Ownership
As of December 31,2013, the Reporting Persons beneficially owned 18,469,470
Class A Shares of the Issuer,representing approximately 8.5% of such class of
securities and the right to acquire 11,000,000 Class A shares of the Issuer,
representing approximately 5.0% of such class of security. In addition, as of
January 17th, 2014 the Reporting Persons beneficially own 21,469,470 Class A
Shares of the Issuer,representing approximately 9.9% of such class of
securities and the right to acquire 16,167,000 Class A shares of the Issuer,
representing approximately 7.4% of such class of security. The beneficial
ownership of each Reporting Person is as follows: (i) the Fund beneficially
owns 21,469,470 Class A Shares representing approximately 9.9% of the class
and the right to acquire 16,167,000 Class A shares of the Issuer, representing
approximately 7.4% of such class of security.; and (ii) the Investment Manager,
as the investment manager of the Fund, and Mr. Gerstner, as the sole managing
member of the Investment Manager, each beneficially own 21,469,470 Class A
Shares of the Issuer,representing approximately 9.9% of the class and the right
to acquire 16,167,000 Class A shares of the Issuer, representing approximately
7.4% of such class of security. All ownership percentages of the securities
reported herein are based upon a total of 217,867,991 Class A Ordinary Shares of
the Issuer, including American Depositary Shares,outstanding as of September 30,
2013.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Altimeter Capital Management LLC - 37,636,470 total (21,469,470 shares
and the right to acquire 16,167,000 additional shares)
Altimeter Partners Fund, L.P. - 37,636,470 total (21,469,470 shares and the
right to acquire 16,167,000 additional shares)
Brad Gerstner - 37,636,470 total (21,469,470 shares and the right to acquire
16,167,000 additional shares)
(b) Percent of class:
Altimeter Capital Management LLC - 17.3% total (9.9% shares and the right to
acquire an additional 7.4% shares)
Altimeter Partners Fund, L.P. - 17.3% total (9.9% shares and the right to
acquire an additional 7.4% shares)
Brad Gerstner - 17.3% total (9.9% shares and the right to acquire an additional
7.4% shares)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Altimeter Capital Management LLC -0-
Altimeter Partners Fund, L.P. -0-
Brad Gerstner -0-
(ii)Shared power to vote or to direct the vote
Altimeter Capital Management LLC - 37,636,470 total (21,469,470 shares and the
right to acquire 16,167,000 additional shares)
Altimeter Partners Fund, L.P. - 37,636,470 total (21,469,470 shares and the
right to acquire 16,167,000 additional shares)
Brad Gerstner - 37,636,470 total (21,469,470 shares and the right to acquire
16,167,000 additional shares)
(iii)Sole power to dispose or to direct the disposition of
Altimeter Capital Management LLC -0-
Altimeter Partners Fund, L.P. -0-
Brad Gerstner -0-
(iv)Shared power to dispose or to direct the disposition of
Altimeter Capital Management LLC - 37,636,470 total (21,469,470 shares and the
right to acquire 16,167,000 additional shares)
Altimeter Partners Fund, L.P. - 37,636,470 total (21,469,470 shares and the
right to acquire 16,167,000 additional shares)
Brad Gerstner - 37,636,470 total (21,469,470 shares and the right to acquire
16,167,000 additional shares)
** Shares reported herein for Altimeter Capital Management LLC represent
American Depository Shares beneficially owned and held of record by Altimeter
Partners Fund, L.P. for which Altimeter Capital Management
LLC serves as the investment manager. Shares reported herein for Mr. Gerstner
represent American Depository Shares beneficially owned and held of record by
Altimeter Partners Fund, L.P. Mr. Gerstner is the sole managing member of
Altimeter Capital Management LLC.
Page 7 of 9
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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 or Control Person.
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
(a) The following certification shall be included if the statement is
filed pursuant to S.240.13d-1(c):
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.
Page 8 of 9
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.
January 17, 2014
ALTIMETER CAPITAL MANAGEMENT LLC
By:
John Kiernan III, Chief Financial Officer
ALTIMETER PARTNERS FUND, L.P.
By:
John Kiernan III, Chief Financial Officer
BRAD GERSTNER
By:
Brad Gerstner, individually
Page 9 of 9
JOINT FILING AGREEMENT
This Joint Filing Agreement dated January 17, 2013 is by and between Altimeter
Capital Management LLC, a Delaware limited liability company, Altimeter
Partners Fund, L.P., a Delaware limited partnership, and Brad Gerstner, an
individual (the foregoing are collectively referred to herein as
the "Filers"). Each of the Filers may be required to file with the U.S.
Securities and Exchange Commission a statement on Schedule 13G with respect to
American Depository Shares, each representing five Class A Ordinary Shares, par
value $0.0001 per share of NQ Mobile Inc. beneficially owned by them from time
to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under
the Securities Exchange Act of 1934, as amended, the Filers hereby agree to
file a single statement on Schedule 13G (and any amendments thereto) on behalf
of each of such parties, and hereby further agree to file this Joint Filing
Agreement as an exhibit to such statement, as required by such rule. This Joint
Filing Agreement may be terminated by any of the Filers upon one week's
prior written notice or such lesser period of notice as the Filers may mutually
agree.
Executed and delivered as of the date first above written.
ALTIMETER CAPITAL MANAGEMENT LLC
By:
John Kiernan III, Chief Financial Officer
ALTIMETER PARTNERS FUND, L.P.
By:
John Kiernan III, Chief Financial Officer
BRAD GERSTNER
By:
Brad Gerstner, individually