UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
SouFun Holdings Limited
(Name of Issuer)
Class A ordinary shares, par value HK$1.00 per share
(Title of Class of Securities)
836034108**
(CUSIP Number)
Amit Gupta
6th Floor, Tower A
1 CyberCity, Ebene, Mauritius
+230 (403) 6074
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
With a copy to:
Thomas J. Murphy
c/o General Atlantic Service Company, LLC
55 East 52nd Street, 32nd Floor
New York, New York 10055
(203) 629-8600
August 22, 2013
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.
*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.
** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one Class A ordinary share. No CUSIP has been assigned to the Class A ordinary shares.
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. 836034108
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SCHEDULE 13D |
Page 2 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
13,533,851
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
13,533,851
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,533,851
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 3 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Mauritius Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
13,533,851
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
13,533,851
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,533,851
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 4 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic GenPar (Mauritius) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
13,533,851
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
13,533,851
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,533,851
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 5 of 8
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Item 1. Security and Issuer.
This Amendment No. 3 (this “Amendment”) to the Schedule 13D filed on September 30, 2010, as amended by Amendment No. 1 to such Schedule 13D filed on November 6, 2012 and Amendment No. 2 to such Schedule 13D filed on November 28, 2012, relates to the Class A ordinary shares, par value HK$1.00 per share (the “Class A ordinary shares”) and American Depositary Shares (the “ADSs”) evidenced by American Depositary Receipts, each representing one Class A ordinary share, in each case, of SouFun Holdings Limited (the “Company”), and is being filed to amend the Schedule 13D as specifically set forth below. The principal executive offices of the Company are located at F9M, Building 5, Zone E, Hanwei International Plaza, Fengmao South Road, Fengtai District, Beijing 100070, People’s Republic of China.
The Company’s ADSs are listed on the New York Stock Exchange under the symbol “SFUN.” The Reporting Persons own both Class A ordinary shares and ADSs.
Unless otherwise indicated, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D, and unless otherwise amended hereby, all information previously filed remains in effect.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the group are General Atlantic LLC, a Delaware limited liability company (“GA”), General Atlantic GenPar (Mauritius) Limited, a Mauritius private company limited by shares (“GenPar”), and General Atlantic Mauritius Limited, a Mauritius private company limited by shares (“GA Mauritius”). GenPar owns a majority of GA Mauritius’ voting shares. GA owns all the outstanding shares of GenPar. The Managing Directors of GA are listed on Schedule B hereto (collectively, the “GA Managing Directors”). The information required by General Instruction C to Schedule 13D with respect to (i) the executive officers and directors of GA Mauritius and GenPar is listed on Schedule A hereto and (ii) the GA Managing Directors is listed on Schedule B hereto. The present principal occupation of each GA Managing Director is as a managing director at GA. As discussed under Item 6, Mr. Xuesong Jeff X. Leng has been designated by GA Mauritius to be appointed as a member of the board of directors of the Company. GA is located at c/o General Atlantic Service Company, LLC, 55 East 52nd Street, 32nd Floor, New York, New York 10055. GenPar and GA Mauritius are located at 6th Floor, Tower A, 1 CyberCity, Ebene, Mauritius. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 6 of 8
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Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following paragraph to the end thereof:
“On August 22, 2013, GA Mauritius sold 1,500,000 ADSs (representing 1,500,000 Class A ordinary shares) in open market transactions. In connection with and immediately prior to the sale, GA Mauritius deposited 1,496,487 Class A ordinary shares against the issuance of a like amount of ADSs, which were sold together with ADSs on hand.”
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
All ownership percentages set forth herein assume that there are 56,532,480 Class A ordinary shares outstanding, as reported in the Company’s Form 6-K filed with the Securities and Exchange Commission on August 16, 2013.
(a) As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 13,533,851 Class A ordinary shares (which includes 31,698 Class A ordinary shares underlying a like amount of ADSs), representing 23.9% of the Company’s issued and outstanding Class A ordinary shares.
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 7 of 8
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By virtue of the fact that (i) GenPar owns a majority of GA Mauritius’ voting shares and (ii) GA owns all of the outstanding shares of GenPar, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Class A ordinary shares and ADSs owned of record by GA Mauritius. As a result, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 13,533,851 Class A ordinary shares (which includes 31,698 Class A ordinary shares underlying a like amount of ADSs), calculated on the basis of the number of Class A ordinary shares which may be acquired by the Reporting Persons within 60 days, or 23.9% of the Company’s issued and outstanding Class A ordinary shares.
(b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 13,533,851 Class A ordinary shares that may be deemed to be owned beneficially by each of them.
(c) Except as set forth in Item 3, Item 6 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A ordinary shares during the past 60 days.
(d) No person other than the persons listed or the shareholders of GA Mauritius is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
No material change.
Item 7. Materials to be Filed as Exhibits.
No material change.
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CUSIP No. 836034108
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SCHEDULE 13D |
Page 8 of 8
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SIGNATURES
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: August 26, 2013.
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GENERAL ATLANTIC LLC
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By:
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/s/ Christopher G. Lanning
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Name: Christopher G. Lanning
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Title: Managing Director
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GENERAL ATLANTIC MAURITIUS LIMITED
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By:
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/s/ Christopher G. Lanning
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Name: Christopher G. Lanning
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Title: Director
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GENERAL ATLANTIC (GENPAR) MAURITIUS LIMITED
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By:
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/s/ Christopher G. Lanning
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Name: Christopher G. Lanning
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Title: Director
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Schedule A
Directors of General Atlantic Mauritius Limited
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Name
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Business Address
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Citizenship
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Principal Occupation
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Jean Maurice
Richard Arlove
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6th Floor, Tower A
1 Cyber City, Ebene, Maritius
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Mauritius
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Chief Executive Officer
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Amit Gupta
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6th Floor, Tower A
1 Cyber City, Ebene, Maritius
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India
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Senior Executive
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Christopher G. Lanning
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55 East 52nd Street
32nd Floor
New York, New York 10055 USA
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United States
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Managing Director of General Atlantic LLC
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Directors of General Atlantic GenPar (Mauritius) Limited
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Name
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Business Address
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Citizenship
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Principal Occupation
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Jean Maurice
Richard Arlove
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6th Floor, Tower A
1 Cyber City, Ebene, Maritius
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Mauritius
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Chief Executive Officer of Abax Corporate Services Ltd.
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Amit Gupta
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6th Floor, Tower A
1 Cyber City, Ebene, Maritius
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India
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Senior Executive of Abax Corporate Services Ltd.
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Christopher G. Lanning
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55 East 52nd Street
32nd Floor
New York, New York 10055 USA
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United States
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Managing Director of General Atlantic LLC
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Schedule B
Managing Directors of General Atlantic LLC
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Name
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Business Address
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Citizenship
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Steven A. Denning
(Chairman)
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600 Steamboat Road
Greenwich, Connecticut 06830
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United States
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William E. Ford
(Chief Executive Officer)
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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J. Frank Brown
(Chief Operating Officer)
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Thomas J. Murphy
(Chief Financial Officer)
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600 Steamboat Road
Greenwich, Connecticut 06830
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United States
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John Bernstein
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23 Savile Row
London W1S 2ET
United Kingdom
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United Kingdom
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Gabriel Caillaux
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23 Savile Row
London W1S 2ET
United Kingdom
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France
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Mark F. Dzialga
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600 Steamboat Road
Greenwich, Connecticut 06830
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United States
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Cory A. Eaves
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Martin Escobari
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Rua Dr. Renato Paes de Barros, 1017
15Ú andar
04530−001
Sao Paulo, Brazil
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Bolivia and Brazil
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Patricia Hedley
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600 Steamboat Road
Greenwich, Connecticut 06830
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United States
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David C. Hodgson
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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René M. Kern
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States and Germany
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Jonathan C. Korngold
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Christopher G. Lanning
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Name
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Business Address
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Citizenship
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Xuesong Jeff X. Leng
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Suite 5801, 58th Floor
Two International Finance Center
8 Finance Street
Central, Hong Kong
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Hong Kong SAR
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Anton J. Levy
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Adrianna C. Ma
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Sandeep Naik
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17th Floor
Express Towers
Nariman Point
Mumbai 400 021
India
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United States
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Andrew C. Pearson
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600 Steamboat Road
Greenwich, Connecticut 06830
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United States
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Brett B. Rochkind
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228 Hamilton Ave.
Palo Alto, CA 94301
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United States
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David A. Rosenstein
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55 East 52nd Street
32nd Floor
New York, New York 10055
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United States
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Philip P. Trahanas
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600 Steamboat Road
Greenwich, Connecticut 06830
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United States
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