Amended Statement of Beneficial Ownership (sc 13d/a)
2015年12月30日 - 6:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 7)*
Bona Film Group Limited
(Name of Issuer)
Ordinary Shares, par value $0.0005
per share
(Title
of Class of Securities)
09777B107**
(CUSIP Number)
Dong Yu |
With a copy to: |
18/F, Tower A, U-town Office Building |
Fang Xue |
#1 San Feng Bei Li |
Gibson Dunn & Crutcher LLP |
Chaoyang District, Beijing 100020, |
Unit 1301, Tower 1, China Central Place |
People’s Republic of China |
No. 81 Jianguo Road, Chaoyang District |
+86 (10) 5631 0700 |
Beijing, 100025, People’s Republic of China |
|
+86 10 6502 8687 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 2015
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 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 two ordinary shares. No CUSIP has been assigned to the 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)
1. |
Names of Reporting Persons
Skillgreat Limited |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ¨
(b) x
|
3. |
SEC Use Only
|
4. |
Source of Funds (See Instructions)
OO |
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
|
¨ |
6. |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially Owned by
Each
Reporting
Person
With |
7. |
Sole
Voting Power
11,015,387.5
ordinary shares. Dong Yu
may also be deemed to have sole voting power with respect to such shares. |
8. |
Shared Voting Power
N/A |
9. |
Sole Dispositive Power
11,015,387.5 ordinary shares. Dong Yu may also be
deemed to have sole dispositive power with respect to such shares. |
10. |
Shared Dispositive Power
N/A |
11. |
Aggregate Amount Beneficially Owned by
Each Reporting Person
11,015,387.5 ordinary shares |
12. |
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
|
¨ |
13. |
Percent of Class Represented by Amount
in Row (11)
34.0%1 |
14. |
Type of Reporting Person (See Instructions)
CO |
| 1 | Based on 32,402,346 Ordinary Shares outstanding as of December 23, 2015 (as provided by the Issuer). |
CUSIP No. 0977B107 |
1. |
Names of Reporting Persons
Vantage Global Holdings Ltd |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ¨
(b) x |
3. |
SEC Use Only
|
4. |
Source of Funds (See Instructions)
OO |
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
|
¨ |
6. |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially Owned by
Each
Reporting
Person
With |
7. |
Sole Voting Power
11,042,387.52 ordinary
shares. Dong Yu may also be deemed to have sole voting power with respect to such shares |
8. |
Shared Voting Power
N/A |
9. |
Sole Dispositive Power
11,042,387.52 ordinary shares. Dong Yu
may also be deemed to have sole dispositive power with respect to such shares |
10. |
Shared Dispositive Power
N/A |
11. |
Aggregate Amount Beneficially Owned by
Each Reporting Person
11,042,387.53 ordinary
shares |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨ |
13. |
Percent of Class Represented by Amount
in Row (11)
34.1%3 |
14. |
Type of Reporting Person (See Instructions)
CO |
| 2 | Based on (i) 11,015,387.5 Ordinary Shares held by Skillgreat
Limited as record holder, plus (ii) 26,991 Ordinary Shares underlying outstanding options held by Vantage Global Holdings
Ltd as of December 23, 2015. Skillgreat Limited is wholly owned by Vantage Global Holdings Ltd, which is wholly owned by Dong Yu. |
| 3 | Based on 32,402,346 Ordinary Shares outstanding as of December
23, 2015 (as provided by the Issuer). |
1. |
Names of Reporting Persons
Dong Yu |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ¨
(b) x |
3. |
SEC Use Only
|
4. |
Source of Funds (See Instructions)
OO |
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
|
¨ |
6. |
Citizenship or Place of Organization
People’s Republic of China |
Number of
Shares
Beneficially Owned by
Each
Reporting
Person
With |
7. |
Sole Voting Power
12,307,4604
ordinary shares. Skillgreat Limited may also be deemed to have sole voting power with respect to such shares. |
8. |
Shared Voting Power
N/A |
9. |
Sole Dispositive Power
12,307,4604 ordinary shares. Skillgreat
Limited may also be deemed to have sole dispositive power with respect to such shares. |
10. |
Shared Dispositive Power
N/A |
11. |
Aggregate Amount Beneficially Owned by
Each Reporting Person
12,307,4604 ordinary
shares |
12. |
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
|
¨ |
13. |
Percent of Class Represented by Amount
in Row (11)
38.0%5 |
14. |
Type of Reporting Person (See Instructions)
IN |
| 4 | Based on (i) 11,015,387.5 Ordinary Shares held by Skillgreat
Limited as record holder, plus (ii) 26,991 Ordinary Shares underlying outstanding options held by Vantage Global Holdings
Ltd, plus (iii) 1,265,081.50Ordinary Shares underlying outstanding options and restricted
shares held by Dong Yu exercisable or vesting within 60 days as of December 23, 2015. |
| 5 | Based on 32,402,346 Ordinary Shares outstanding as of December 23, 2015 (as provided by the Issuer). |
This Amendment No. 7 to Schedule 13D (this
“Amendment”) is being filed jointly by Dong Yu (the “Founder”), Vantage Global Holdings Ltd (“Vantage”)
and Skillgreat Limited (“Skillgreat”, and together with the Founder and Vantage, the “Reporting Persons”)
relating to the ordinary shares, par value $0.0005 per share (the “Ordinary Shares”), each Ordinary Share represented
by two American depositary shares (the “ADSs”), of Bona Film Group Limited (the “Issuer”), an exempted
company organized under the laws of the Cayman Islands. This Amendment amends and supplements the Statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2012 (as amended by Amendment No. 1 filed
with the SEC on October 9, 2013, Amendment No. 2 filed with the SEC on July 25, 2014, Amendment No. 3 filed with the
SEC on June 17, 2015, Amendment No. 4 filed with the SEC on October 14, 2015, Amendment No. 5 filed with the SEC on October 27,
2015, and Amendment No. 6 filed with the SEC on December 18, 2015 the “Original Statement”) by the Reporting Persons.
Only those items in the Original Statement amended by this Amendment are reported herein. Capitalized terms not otherwise defined
herein shall have their respective meanings given to them in the Original Statement.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding at the
end thereof the following paragraphs:
“The Uranus Transfer was completed
on December 23, 2015. On the same day, the Share Charge securing Skillgreat’s obligations under the Exchangeable Note was
released and discharged.”
Item 5. Interest in Securities of the Issuer
The first paragraph of Item 5 is hereby
amended and restated as follows:
“(a) and (b) The information set forth
in the cover pages of this Schedule 13D is incorporated herein by reference. Skillgreat is the record owner of11,015,387.5 Ordinary
Shares. Vantage is the record owner of 26,991 outstanding options that are exercisable for 26,991 Ordinary Shares.”
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 is hereby amended to add at the end
thereof the following paragraphs:
“The information set forth in Item
4 of this Schedule 13D is incorporated by reference in this Item 6.”
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.
Date: December 29, 2015
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SKILLGREAT LIMITED |
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By: |
/s/ Dong Yu |
|
Name: |
Dong YU |
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VANTAGE GLOBAL HOLDINGS LTD |
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By: |
/s/ Dong Yu |
|
Name: |
Dong YU |
|
Title: |
Authorized Signatory |
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Dong Yu |
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By: |
/s/ Dong Yu |
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Name: |
Dong YU |
Bona Film Grp. Limited ADS (MM) (NASDAQ:BONA)
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Bona Film Grp. Limited ADS (MM) (NASDAQ:BONA)
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