UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 3) *
Ordinary Shares, Par Value $0.00005 Per Ordinary Share,
and American Depositary Shares, Each Representing 100 Ordinary Shares
(Title of Class of Securities)
Grace Wu
Chief Financial Officer
Shanda Interactive Entertainment Limited
No. 208 Juli Road
Pudong New Area
Shanghai 201203, People’s Republic of China
Telephone: (86-21) 5050-4740
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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.
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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1
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Name of Reporting Persons
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Shanda Interactive Entertainment 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)
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(b)
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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
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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) o
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6
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Citizenship or Place of Organization
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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
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8
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Shared Voting Power
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1,796,233,064 Shares (including Shares represented by ADSs) (1)
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9
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Sole Dispositive Power
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10
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Shared Dispositive Power
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1,796,233,064 Shares (including Shares represented by ADSs) (1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,796,233,064 Shares (including Shares represented by ADSs) (1)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
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13
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Percent of Class Represented by Amount in Row (11)
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14
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Type of Reporting Person
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(1)
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Consists of (a) 1,783,264,464 ordinary shares, par value $0.00005 per share (the “Shares”) of Ku6 Media Co., Ltd. (“Ku6”) (including Shares represented by American Depositary Shares of Ku6 (the “ADSs”), each representing 100 Shares) held by Shanda Media Group Limited (formerly known as Shanda Music Group Limited) (“Shanda Media”), a wholly-owned subsidiary of Shanda Interactive Entertainment Limited (“Shanda”) and (b) 12,968,600 Shares acquired by Shanda Media pursuant to the 10b5-1 Plan as described under Item 3.
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(2)
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This percentage is calculated based upon 3,491,906,298 Shares (including Shares represented by ADSs) that are outstanding as of October 1, 2010, as obtained from Ku6.
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1
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Name of Reporting Persons
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Shanda Media Group 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)
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o
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(b)
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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
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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) o
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6
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Citizenship or Place of Organization
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The British Virgin Islands
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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
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8
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Shared Voting Power
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1,796,233,064 Shares (including Shares represented by ADSs) (1)
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9
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Sole Dispositive Power
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10
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Shared Dispositive Power
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1,796,233,064 Shares (including Shares represented by ADSs) (1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,796,233,064 Shares (including Shares represented by ADSs) (1)
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
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13
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Percent of Class Represented by Amount in Row (11)
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14
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Type of Reporting Person
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(1)
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Consists of (a) 1,783,264,464 Shares (including Shares represented by ADSs) held by Shanda Media and (b) 12,968,600 Shares acquired by Shanda Media pursuant to the 10b5-1 Plan as described under Item 3.
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(2)
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This percentage is calculated based upon 3,491,906,298 Shares (including Shares represented by ADSs) that are outstanding as of October 1, 2010, as obtained from Ku6.
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Item 1. Security and Issuer
(a) This statement relates to the ordinary shares, par value $0.00005 per share (“Shares”) of Ku6 Media Co., Ltd. (“Ku6”), including Shares represented by American Depositary Shares of Ku6, each representing 100 Shares (“ADSs”).
(b) The address of Ku6’s principal executive office is Building 6, Zhengtongchuangyi Centre, No. 18 Xibahe Xili, Chaoyang District, Beijing 100028, People’s Republic of China.
Item 2. Identity and Background
(a)- (c), (f) The names of the reporting persons are Shanda Interactive Entertainment Limited (“Shanda”) and Shanda Media Group Limited (“Shanda Media”) (each a “Reporting Person” and together, the “Reporting Persons”).
Shanda is incorporated with limited liability under the laws of the Cayman Islands. Shanda Media is incorporated with limited liability under the laws of the British Virgin Islands.
The principal office or business address for each of the Reporting Persons is No. 208 Juli Road, Pudong New Area, Shanghai 201203, People’s Republic of China.
Shanda is a leading interactive entertainment media company in China which offers a diversified entertainment content portfolio including, among other things, massively multiplayer online role playing games, advanced casual games and flash games, online (internet and wireless value-added services) and offline literature publication, online chess and board games platform, e-sports game platform and wireless value-added services, music and online video. Shanda Media is a wholly-owned subsidiary of Shanda.
Attached hereto as Schedule I, and incorporated herein by reference, is the name, business address, present principal occupation or employment and citizenship of each director and executive officer of Shanda and Shanda Media.
(d) During the last five years, none of the Reporting Persons, to the knowledge of the Reporting Persons, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, to the knowledge of the Reporting Persons, has been 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 Considerations
Pursuant to a Share Transfer Agreement by and between Shanda Media and ITOCHU Corporation dated as of September 29, 2010, Shanda Media acquired 17,220,214 Shares from ITOCHU Corporation for a total price of $674,171.38 in cash on September 30, 2010 (the “ITOCHU Corporation Acquisition”).
Shanda Media also entered into a Rule 10b5-1 Trading Plan with UBS Financial Services Inc. (“UBS”) on September 12, 2009, as amended on March 29, 2010, under which UBS was retained as an agent of Shanda Media to establish a trading plan that complies with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “10b5-1 Plan”). UBS agreed to purchase up to 2,250,000 ADSs on behalf of Shanda Media pursuant to the 10b5-1 Plan during the period from October 6, 2009 to December 31, 2010 (the “10b5-1 Period”), at a limit price of $4.00 per ADS if the then closing price of the ADS on the relevant trading days during the 10b5-1 Plan Period is equal to or below $4.00 per ADS. For the period from August 7, 2010 to October 1, 2010, Shanda had acquired 12,968,600 Shares (129,686 ADSs) under the 10b5-1 Plan. The purchases under the 10b5-1 Plan were and will be fully funded by Shanda from its working capital.
Item 4. Purpose of the Transaction
Shanda intends to increase the number of Shares Shanda Media holds through the ITOCHU Corporation Acquisition. Shanda intends to continue to purchase additional Shares through other potential transactions so that it will indirectly hold more than 50% of Ku6’s total outstanding Shares.
Item 5. Interest in Securities of the Issuer
(a) –(b) The following information with respect to the ownership of the Shares (including Shares represented by ADSs) by the Reporting Persons is provided as of October 1, 2010:
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Shares Held
Directly
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power (1)
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Beneficial
Ownership
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Percentage
of Class (1)
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Shanda Interactive Entertainment Limited
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0 |
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0 |
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1,796,233,064 |
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0 |
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1,796,233,064 |
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1,796,233,064 |
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50.6 |
% |
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Shanda Media Group Limited
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0 |
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0 |
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1,796,233,064 |
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0 |
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1,796,233,064 |
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1,796,233,064 |
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50.6 |
% |
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_______________
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(1)
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This percentage is calculated based upon 3,491,906,298 Shares (including Shares represented by ADSs) that will be outstanding as of October 1, 2010, as obtained from Ku6.
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Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified in Schedule I hereto beneficially owns any Shares.
(c) During the past 60 days, none of the Reporting Persons, nor any persons identified in Schedule I hereto, has entered into any transaction in the Shares (including Shares represented by ADSs) except for the transactions under the 10b5-1 Plan and the Share Purchase Agreement by and between Shanda Music and Mr. Chen dated as of August 2, 2010, pursuant to which Shanda Music agreed to acquire 83,076,923 Shares from Mr. Chen in exchange for $1,173,020 in cash, as set forth in Ku6’s Schedule 13D/A filed with the Securities and Exchange Commission on August 6, 2010.
(d)No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Shares (including Shares represented by ADSs) beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information provided in Items 3, 4 and 5 is hereby incorporated by reference.
Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of Ku6.
Item 7. Material to be Filed as Exhibits
Exhibit A – Joint Filing Agreement dated October 1, 2010 among Shanda Interactive Entertainment Limited and Shanda Media Group Limited.
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.
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October 5, 2010
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SHANDA INTERACTIVE ENTERTAINMENT LIMITED
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By:
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/s/ Tianqiao Chen |
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Name:
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Tianqiao Chen |
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Title:
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Chairman and Chief Executive Officer |
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SHANDA MEDIA GROUP LIMITED
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October 5, 2010
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By:
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/s/ Tianqiao Chen |
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Name:
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Tianqiao Chen |
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Title:
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Director |
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Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF SHANDA
The name, present principal occupation or employment and citizenship of each director and executive officer of Shanda are set forth below. Each occupation set forth opposite an individual’s name in the following table refers to employment with Shanda. The business address of each director and officer is No. 208 Juli Road, Pudong New Area, Shanghai 201203, People’s Republic of China.
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Name
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Citizenship
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Present Principal Occupation
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Tianqiao Chen(1)
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China
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Chairman of the Board and Chief Executive Officer
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Qunzhao Tan
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China
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Non-executive Director
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Danian Chen
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China
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Director and Chief Operating Officer
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Qianqian Luo(1)
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China
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Non-executive Director
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Jingsheng Huang(2)
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U.S.A. |
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Independent Director
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Chengyu Xiong(2)
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China
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Independent Director
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Kai Zhao(2)
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China
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Independent Director
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Jin Zhang
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China
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Vice President
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Grace Wu
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U.S.A. |
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Director and Chief Financial Officer
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Haifa Zhu
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China
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Chief Investment Officer
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Danning Mi
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China
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Chief Information Officer
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(1) Member of the compensation committee.
(2) Member of the audit committee.
DIRECTORS AND EXECUTIVE OFFICERS OF SHANDA MEDIA
Mr. Tianqiao Chen, Chairman and Chief Executive Officer of Shanda, is the sole director of Shanda Media. Shanda Media has no executive officers.
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees that (i) a statement on Schedule 13D with respect to the ordinary shares, par value $0.00005 per share (the “Shares”), including Shares represented by American Depositary Shares, each representing 100 Shares, of Ku6 Media Co., Ltd. (including amendments thereto) filed herewith shall be filed on behalf of each of the undersigned, and (ii) this Joint Filing Agreement shall be included as an exhibit to such joint filing, provided that, as provided by Section 13d-1(k)(ii) of the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other person making the filing unless such person knows or has reason to believe such information is inaccurate.
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 4th day of October, 2010.
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October 5, 2010
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SHANDA INTERACTIVE ENTERTAINMENT LIMITED
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By:
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/s/ Tianqiao Chen |
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Name:
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Tianqiao Chen |
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Title:
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Chairman and Chief Executive Officer |
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SHANDA MEDIA GROUP LIMITED
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October 5, 2010
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By:
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/s/ Tianqiao Chen |
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Name:
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Tianqiao Chen |
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Title:
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Director |
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