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*
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Theremainder 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.
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**
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Not for trading, but only in connection with the registration of American Depositary Shares each representing two Class A common shares. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes and is convertible into one Class A common share at any time. Class A common shares are not convertible into Class B common shares under any circumstances.
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1
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NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Ray Ruiping Zhang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
the United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
8,824,220 (1)(2)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
8,824,220 (1)(2)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,824,220 (1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (3)
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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(1)
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Represents 6,019,570 Class B common shares held by Mr. Ray Ruiping Zhang (including 150,000 issued but not fully vested restricted shares pursuant to the 2010 Performance Incentive Plan of the Issuer) and 2,804,650 Class B common shares issuable upon the exercise of 2,804,650 options within 60 days from the date hereof.
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(2)
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Class A common shares and Class B common shares are not listed for trading. Holders of Class A common shares and Class B common shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A common share will be entitled to one vote, and each Class B common share will be entitled to ten votes. Certain matters including those related to the change of control of the Issuer require an additional approval by the holders of a majority of Class A common shares voting as a separate class. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances. Class B common shares will be automatically converted into the same number of Class A common shares under certain circumstances, including any transfer of Class B common shares by a holder thereof to any person or entity which is not an affiliate of such holder.
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(3)
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The percentage is based on 86,045,911 outstanding Class B common shares reported to be outstanding in the Company’’s Rule 424(b)(3) prospectus filed with the Securities Exchange Commission on November 18, 2014 and 2,804,650 common shares issuable upon the exercise of 2,804,650 options within 60 days from the date hereof.
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Item 1 (a)
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Name of Issuer:
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Item 1 (b)
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Address of Issuer’’s Principal Executive Offices:
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Item 2 (a)
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Name of Person Filing:
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Item 2 (b)
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Address of Principal Business Office or, If None, Residence; Citizenship:
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Item 2 (c)
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Citizenship:
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Item 2 (d)
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Title of Class of Securities:
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Item 2 (e)
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CUSIP Number:
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Item 3.
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Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
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Item 4.
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Ownership
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| Reporting person | Amount
beneficially
owned:
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Percent of class: | Sole power
to vote or
direct
the vote:
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Shared
power to
vote or to
direct the vote:
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Sole power to
dispose or to
direct the
disposition of
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Shared power
to dispose or to
direct the
disposition of:
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Ray Ruiping Zhang
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8,824,220
Class B common
shares
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9.9% | 8,824,220
Class B common
shares
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0 | 8,824,220
Class B common
shares
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0
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Item5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
|
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
|
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Not applicable.
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Item 10.
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Certifications
|
|
|
Not applicable.
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| Ray Ruiping Zhang | |||
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/s/Ray Ruiping Zhang | |