SC 13G/A

0001193125-12-142049.txt : 20120330 0001193125-12-142049.hdr.sgml : 20120330 20120330101759 ACCESSION NUMBER: 0001193125-12-142049 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120330 DATE AS OF CHANGE: 20120330 GROUP MEMBERS: LINDEN GP LLC GROUP MEMBERS: LINDEN VENTURES II (BVI) LTD. GROUP MEMBERS: SIU MIN WONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Searchmedia Holdings Ltd CENTRAL INDEX KEY: 0001460329 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 000000000 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85074 FILM NUMBER: 12726505 BUSINESS ADDRESS: STREET 1: 1990 S. BUNDY BLVD. CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-694-8150 MAIL ADDRESS: STREET 1: 1990 S. BUNDY BLVD. CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: ID ARIZONA CORP. DATE OF NAME CHANGE: 20090330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 IRS NUMBER: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 SC 13G/A 1 d324989dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No.1)*

SearchMedia Holdings Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G8005Y 106

(CUSIP Number)

February 23, 2012

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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).

(Continued on the Following Pages)

(Page 1 of 7 Pages)


CUSIP No. G8005Y 106				Page 2 of 7


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Linden Capital LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. G8005Y 106				Page 3 of 7


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Linden Ventures II (BVI) Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. G8005Y 106				Page 4 of 7


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Linden GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. G8005Y 106				Page 5 of 7


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Siu Min Wong
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON* IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!


				Page 6 of 7

This Amendment No. 1 (“Amendment No. 1”) is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the Ordinary Shares, $.0001 par value per share (the “Common Stock”), of SearchMedia Holdings Limited (the “Issuer”) beneficially owned by the Reporting Persons specified herein as of February 23, 2012, and amends and supplements the Schedule 13G filed November 6, 2009 (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Amendment No. 1 are: Linden Capital LP, a Bermuda limited partnership (“Linden Capital”), Linden Ventures II (BVI) Ltd., a BVI company limited by shares (“Linden Ventures II”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), and Siu Min Wong (“Mr. Wong,” and collectively, the “Reporting Persons”).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

As of February 23, 2012, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the outstanding Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 10.

Certification.

By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


				Page 7 of 7

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: March 30, 2012

LINDEN CAPITAL L.P.

By: Linden GP LLC, general partner


By:		/S/ Siu Min Wong
		Siu Min Wong,
		Managing Member

LINDEN VENTURES II (BVI) LTD.


		By:		/S/ Craig Jarvis
				Craig Jarvis,
				Authorized Signatory

		LINDEN GP LLC

		By:		/S/ Siu Min Wong
				Siu Min Wong,
				Managing Member

		/S/ Siu Min Wong
				SIU MIN WONG