This Amendment No. 14 (this “Amendment No. 14”) amends that certain Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2010 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on September 19, 2012 ( “Amendment No. 1”), Amendment No. 2 to the Original 13D filed with the SEC on November 29, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original 13D filed with the SEC on December 6, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original 13D filed with the SEC on January 9, 2014 (“Amendment No. 4”), Amendment No. 5 to the Original 13D filed with the SEC on June 6, 2014 (“Amendment No. 5”), Amendment No. 6 to the Original 13D filed with the SEC on June 13, 2014 (“Amendment No. 6”), Amendment No. 7 to the Original 13D filed with the SEC on September 30, 2014 (“Amendment No. 7”), Amendment No. 8 to the Original 13D filed with the SEC on December 23, 2014 (“Amendment No. 8”), Amendment No. 9 to the Original 13D filed with the SEC on February 12, 2015 (“Amendment No. 9”) , Amendment No. 10 to the Original 13D filed with the SEC on February 20, 2015 (“Amendment No.10”), Amendment No. 11 to the Original 13D filed with the SEC on March 16, 2015 (“Amendment No. 11”), Amendment No. 12 to the Original 13D filed with the SEC on March 20, 2015 (“Amendment No. 12”), Amendment No. 13 to the Original 13D filed with the SEC on March 23, 2015 (“Amendment No. 13” and together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12 and this Amendment No. 14, the “Schedule 13D”) relating to the Class A Ordinary Shares, HK$1.00 par value per share of SouFun Holdings Limited (the “Issuer”), a Cayman Islands exempted company with limited liability. The Issuer’s American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share, are listed on the New York Stock Exchange under the symbol “SFUN.”
This Amendment No. 14 is being filed to report changes to the beneficial ownership as a result of the open market sales of ADSs, representing Class A Ordinary Shares by one or more Reporting Persons.
Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used therein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
Item 2. Identity and Background
The first sentence of the second paragraph of Item 2 is hereby amended and restated as follows:
Each of Apax 7-A, Apax 7-B and Apax 6-A is a Guernsey limited partnership and as of the date hereof, owns 1,920,369, 3,616,208 and 2,126,347 Class A Ordinary Shares, respectively.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding the following at the end thereof:
Between March 25, 2015 and March 30, 2015, the Reporting Persons sold an aggregate of 6,500,000 ADSs, representing 1,300,000 Class A Ordinary Shares, in open market transactions, which amount constitutes 2.2% of the outstanding Class A Ordinary Shares.
Item 5. Interest in Securities of the Issuer
Items 5(a), (b) and (c) are hereby amended and restated as follows:
(a) and (b)
The information set forth in the cover pages of this Amendment No. 14 is incorporated herein by reference.
All ownership percentages set forth in this Item 5 are based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 6-K filed by the Issuer on February 11, 2015.
CUSIP No. 836034108
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13D
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Apax 7-A may be deemed to beneficially own 1,920,369 Class A Ordinary Shares, which amount constitutes 3.3% of the outstanding Class A Ordinary Shares. Apax Europe VII-A, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.
Apax 7-B may be deemed to beneficially own 3,616,208 Class A Ordinary Shares, which amount constitutes 6.2% of the outstanding Class A Ordinary Shares. Each of Apax Europe VII-1, L.P., Apax Europe VII-B, L.P. and Apax Europe VI-1, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.
Hunt 7-A GP Limited, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 5,536,577 Class A Ordinary Shares with Apax 7-A and Apax 7-B, which amount constitutes 9.5% of the outstanding Class A Ordinary Shares.
Apax 6-A may be deemed to beneficially own 2,126,347 Class A Ordinary Shares, which amount constitutes 3.6% of the outstanding Class A Ordinary Shares. Each of Hunt 6-A GP Limited and Apax Europe VI-A, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.
Each of the Apax Europe VII Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 5,536,577 Class A Ordinary Shares with the Apax Europe VII Funds, which amount constitutes 9.5% of the outstanding Class A Ordinary Shares.
Each of the Apax Europe VI Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 5,742,555 Class A Ordinary Shares with the Apax Europe VI Funds, which amount constitutes 9.8% of the outstanding Class A Ordinary Shares.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of such persons, other than Apax 7-A, Apax 7-B or Apax 6-A that it is the beneficial owner of any of the Class A Ordinary Shares referred to herein for purposes of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c) Other than as disclosed below, there have been no transactions in the Issuer’s shares by the Reporting Persons.
On March 25, 2015, Apax 7-A sold 601,452 ADSs, representing 120,290 Class A Ordinary Shares, Apax 7-B sold 1,132,583 ADSs, representing 226,517 Class A Ordinary Shares and Apax 6-A sold 665,965 ADSs, representing 133,193 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $5.8341 per ADS, representing $29.1705 per share.
On March 30, 2015, Apax 7-A sold 1,027,481 ADSs, representing 205,496 Class A Ordinary Shares, Apax 7-B sold 1,934,830 ADSs, representing 386,966 Class A Ordinary Shares and Apax 6-A sold 1,137,689 ADSs, representing 227,538 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $6.2491 per ADS, representing $31.2455 per share.