UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
|
|
Thomas J. Murphy
c/o General Atlantic Service Company, LLC
55 East 52nd Street, 32nd Floor
New York, New York 10055
(212) 715-4000
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices
|
|
and Communications)
|
July 8, 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 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-fifth of one Class A Ordinary Shares. 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 2 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Singapore Fund Pte. Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 3 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Singapore Fund Interholdco Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 4 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners (Bermuda) III, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 5 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic GenPar (Bermuda), L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 6 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP (Bermuda) Limited
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 7 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 8 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments III, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 9 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments IV, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 10 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments V, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 11 of 17
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments CDA, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
4,307,000
|
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
|
10
|
SHARED DISPOSITIVE POWER
4,307,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,307,000
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 12 of 17
|
Item 1. Security and Issuer.
This Schedule 13D (the “Statement”) relates to the Class A ordinary shares, par value HK$1.00 per share (the “Class A Ordinary Shares”) of SouFun Holdings Limited (the “Company”), whose principal executive offices are located at F9M, Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing 100160, The People’s Republic of China.
The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing one-fifth of one Class A Ordinary Share, are listed on the New York Stock Exchange under the symbol “SFUN.” The Reporting Persons (as defined below) directly own only ADSs and do not directly own any Class A Ordinary Shares.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:
|
|
(i)
|
General Atlantic Singapore Fund Pte. Ltd., a Singapore company (“GASF”);
|
|
|
(ii)
|
General Atlantic Singapore Fund Interholdco Ltd., a Bermuda exempted company (“GASF Interholdco”);
|
|
|
(iii)
|
General Atlantic Partners (Bermuda) III, L.P., a Bermuda exempted limited partnership (“GAP Bermuda III”);
|
|
|
(iv)
|
General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GenPar Bermuda”);
|
|
|
(v)
|
GAP (Bermuda) Limited, a Bermuda exempted company (“GAP (Bermuda) Limited”);
|
|
|
(vi)
|
General Atlantic LLC, a Delaware limited liability company (“GA LLC”);
|
|
|
(vii)
|
GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
|
|
|
(viii)
|
GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
|
|
|
(ix)
|
GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”); and
|
|
|
(x)
|
GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”).
|
Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP Bermuda III, GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “GA Funds.”
The principal address of each of the Reporting Persons (other than GASF) is c/o General Atlantic Service Company, LLC, 55 East 52nd Street, 32nd Floor, New York, NY 10055. The principal address of GASF is Asia Square Tower 1, 8 Marina View, #41-04, Singapore 018960.
Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 13 of 17
|
The majority shareholder of GASF is GASF Interholdco. The members of GASF Interholdco that share beneficial ownership of the ADSs held of record by GASF are the GA Funds. The general partner of GAP Bermuda III is GenPar Bermuda, and the general partner of GenPar Bermuda is GAP (Bermuda) Limited. GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are 24 managing directors of GA LLC (the “GA Managing Directors”). The GA Managing Directors are also the directors and voting shareholders of GAP (Bermuda) Limited. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the GA Managing Directors is as a managing director of GA LLC. The present principal occupation or employment of each of the directors of GASF and GASF Interholdco is set forth on Schedule A.
(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, 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 and as a result of such proceeding was or is subject to 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.
Item 3. Source and Amount of Funds or Other Consideration.
Between June 10, 2016 and July 12, 2016, GASF purchased an aggregate of 21,535,000 ADSs representing 4,307,000 Class A Ordinary Shares in open market purchases. GASF obtained the funds to purchase the ADSs from contributions from the GA Funds.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the ADSs reported herein for investment purposes. Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Company, management of the Company, one or more members of the board of directors of the Company, and may make suggestions concerning the Company’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors of the Company and such other matters as the Reporting Persons may deem relevant to their investment in the ADSs or the Class A Ordinary Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the ADSs or the Company and may, depending on the Company’s performance and other market conditions, increase or decrease their investment position in the ADSs or the Class A Ordinary Shares. The Reporting Persons have discussed the possibility of attaining representation on the board of directors of the Company with the Company's management; however, no decisions with respect to such discussion have been made as of the date of this Statement. The Reporting Persons may, from time to time, make additional purchases of ADSs or Class A Ordinary Shares either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the ADSs or the Class A Ordinary Shares, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the ADSs or Class A Ordinary Shares and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the ADSs or Class A Ordinary Shares.
Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a) The percentages used herein are calculated based upon 70,787,005 Class A Ordinary Shares issued and outstanding as of March 31, 2016, as reported in the Company’s Form 20-F for the fiscal year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission on May 17, 2016.
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 21,535,000 ADSs representing 4,307,000 underlying Class A Ordinary Shares, or approximately 6.1% of the Company’s issued and outstanding Class A Ordinary Shares.
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 14 of 17
|
By virtue of the fact that (i) GASF Interholdco owns a majority of GASF’s voting shares, (ii) the GA Funds contributed the capital to GASF Interholdco to fund GASF’s purchases of the ADSs and may direct GASF Interholdco with respect to its shares of GASF, (iii) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda III, (iv) GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and is the general partner of GAPCO CDA and (v) the GA Managing Directors control the investment decisions of GAP (Bermuda) Limited and GA LLC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ADSs owned of record by GASF. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 21,535,000 ADSs, representing 4,307,000 Class A Ordinary Shares, calculated on the basis of the number of Class A Ordinary Shares that may be acquired by the Reporting Persons within 60 days, or 6.1% of the Company’s issued and outstanding Class A Ordinary Shares.
(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 4,307,000 Class A Ordinary Shares that may be deemed to be beneficially owned by each of them.
(c) Except as set forth in this Item 5(c), Item 3, 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.
Between June 10, 2016 and July 12, 2016, GASF acquired the following ADSs set forth in the table below:
|
Date
|
ADSs Purchased
|
Underlying Class A Ordinary Shares
|
Price Per ADS
|
|
6/10/2016
|
1,600,000
|
320,000
|
$4.8562
|
|
6/13/2016
|
1,310,000
|
262,000
|
$4.9413
|
|
6/14/2016
|
1,270,000
|
254,000
|
$5.0167
|
|
6/15/2016
|
1,900,000
|
380,000
|
$5.1391
|
|
6/16/2016
|
690,000
|
138,000
|
$5.1694
|
|
6/17/2016
|
1,200,000
|
240,000
|
$5.2251
|
|
6/20/2016
|
130,000
|
26,000
|
$5.2362
|
|
6/21/2016
|
196,000
|
39,200
|
$5.1879
|
|
6/22/2016
|
247,000
|
49,400
|
$5.1815
|
|
6/23/2016
|
2,423,500
|
484,700
|
$5.1553
|
|
6/24/2016
|
733,500
|
146,700
|
$5.1198
|
|
6/27/2016
|
3,210,000
|
642,000
|
$4.9729
|
|
6/28/2016
|
480,000
|
96,000
|
$5.0331
|
|
6/29/2016
|
1,000,000
|
200,000
|
$5.0766
|
|
7/5/2016
|
80,000
|
16,000
|
$4.9895
|
|
7/6/2016
|
530,000
|
106,000
|
$4.8396
|
|
7/8/2016
|
4,500,000
|
900,000
|
$5.0700
|
|
7/12/2016
|
35,000
|
7,000
|
$5.4823
|
(d) No person other than the persons listed 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.
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 15 of 17
|
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.
Please see Item 5(a), which is hereby incorporated by reference. The GA Funds and the GA Managing Directors may, from time to time, consult among themselves and coordinate the voting and disposition of ADSs held of record by GASF as well as such other action taken on behalf of the Reporting Persons with respect to the ADSs held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons.
The Reporting Persons entered into a Joint Filing Agreement on July 18, 2016 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 1.
Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
|
Exhibit 1:
|
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 16 of 17
|
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: July 18, 2016.
|
GENERAL ATLANTIC SINGAPORE FUND PTE. LTD.
|
||||
|
By:
|
/s/ Wai Hoong Fock
|
|||
|
Name:
|
Wai Hoong Fock
|
|||
|
Title:
|
Director
|
|||
|
GENERAL ATLANTIC SINGAPORE FUND INTERHOLDCO LTD.
|
||||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Director
|
|||
|
GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P.
|
||||
|
By:
|
General Atlantic GenPar (Bermuda), L.P., its General Partner
|
|||
|
By:
|
GAP (Bermuda) Limited, its General Partner | |||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Director and Vice President
|
|||
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
|
||||
|
By:
|
GAP (Bermuda) Limited, its General Partner
|
|||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Director and Vice President
|
|||
|
GAP (BERMUDA) LIMITED
|
||||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Director and Vice President
|
|||
|
GENERAL ATLANTIC LLC
|
||||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
|
CUSIP No. 836034108
|
SCHEDULE 13D |
Page 17 of 17
|
|
GAP COINVESTMENTS III, LLC
|
||||
|
By:
|
General Atlantic LLC, its Managing Member
|
|||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
|
GAP COINVESTMENTS IV, LLC
|
||||
|
By:
|
General Atlantic LLC, its Managing Member
|
|||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
|
GAP COINVESTMENTS V, LLC
|
||||
|
By:
|
General Atlantic LLC, its Managing Member
|
|||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
|
GAP COINVESTMENTS CDA, L.P.
|
||||
| By: | General Atlantic LLC., its General Partner | |||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated: July 18, 2016
|
GENERAL ATLANTIC SINGAPORE FUND PTE. LTD.
|
||||
|
By:
|
/s/ Wai Hoong Fock
|
|||
|
Name:
|
Wai Hoong Fock
|
|||
|
Title:
|
Director
|
|||
|
GENERAL ATLANTIC SINGAPORE FUND INTERHOLDCO LTD.
|
||||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Director
|
|||
|
GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P.
|
||||
|
By:
|
General Atlantic GenPar (Bermuda), L.P., its general partner
|
|||
|
By:
|
GAP (Bermuda) Limited, its general partner | |||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Director and Vice President
|
|||
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
|
||||
|
By:
|
GAP (Bermuda) Limited, its general partner
|
|||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Director and Vice President
|
|||
|
GAP (BERMUDA) LIMITED
|
||||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Director and Vice President
|
|||
|
GENERAL ATLANTIC LLC
|
||||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
|
GAP COINVESTMENTS III, LLC
|
||||
|
By:
|
General Atlantic LLC, its Managing Member
|
|||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
|
GAP COINVESTMENTS IV, LLC
|
||||
|
By:
|
General Atlantic LLC, its Managing Member
|
|||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
|
GAP COINVESTMENTS V, LLC
|
||||
|
By:
|
General Atlantic LLC, its Managing Member
|
|||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
|
GAP COINVESTMENTS CDA, L.P.
|
||||
| By: | General Atlantic LLC., its General Partner | |||
|
By:
|
/s/ Thomas J. Murphy
|
|||
|
Name:
|
Thomas J. Murphy
|
|||
|
Title:
|
Managing Director
|
|||
SCHEDULE A
GA Managing Directors
|
Name
|
Business Address
|
Citizenship
|
|
Steven A. Denning
(Chairman)
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
|
William E. Ford
(Chief Executive Officer)
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
J. Frank Brown
(Chief Operating Officer)
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
Thomas J. Murphy
(Chief Financial Officer)
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
|
John D. Bernstein
|
23 Savile Row
London W1S 2ET
United Kingdom
|
United Kingdom
|
|
Gabriel Caillaux
|
23 Savile Row
London W1S 2ET
United Kingdom
|
France
|
|
Andrew Crawford
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
Alex Crisses
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
Mark F. Dzialga
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
|
Martin Escobari
|
Rua Dr. Renato Paes de Barros, 1017
15Ú andar
04530-001
Sao Paulo, Brazil
|
Bolivia and Brazil
|
| Name |
Business Address
|
Citizenship |
|
David C. Hodgson
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
René M. Kern
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States and Germany
|
|
Jonathan C. Korngold
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
Christopher G. Lanning
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
Anton J. Levy
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
Sandeep Naik
|
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
|
United States
|
|
Joern Nikolay
|
Maximilianstrasse 35b
80539 Munich
Germany
|
Germany
|
| Name |
Business Address
|
Citizenship |
|
Andrew C. Pearson
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
|
Brett B. Rochkind
|
228 Hamilton Ave.
Palo Alto, CA 94301
|
United States
|
|
David A. Rosenstein
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
Graves Tompkins
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
Robbert Vorhoff
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
|
Ke Wei
|
Suite 1704, 17/F Alexandra House
18 Chater Road
Central, Hong Kong
China
|
PRC
|
|
Chi Eric Zhang
|
Suite 1704, 17/F Alexandra House
18 Chater Road
Central, Hong Kong
China
|
Hong Kong SAR
|
Directors of General Atlantic Singapore Fund Pte. Ltd.
|
Name
|
Business Address
|
Citizenship
|
Principal Occupation or Employment |
|
Hsien Yang Lee
|
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
|
Singapore
|
Business Executive; Special Advisor at GASF |
|
Wai Hoong Fock
|
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
|
Singapore
|
Principal at GA LLC; Director of GASF; Employee of General Atlantic Singapore Fund Management Pte. Ltd. |
Directors of General Atlantic Singapore Fund Interholdco Ltd.
|
Name
|
Business Address
|
Citizenship
|
Principal Occupation or Employment |
|
Thomas J. Murphy
(Chief Financial Officer)
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
Managing Director of GA LLC |
|
David A. Rosenstein
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Managing Director of GA LLC |