0001104659-14-085012.txt : 20141205 0001104659-14-085012.hdr.sgml : 20141205 20141205081416 ACCESSION NUMBER: 0001104659-14-085012 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141205 DATE AS OF CHANGE: 20141205 GROUP MEMBERS: SUSQUEHANNA ADVISORS GROUP, INC. GROUP MEMBERS: SUSQUEHANNA CAPITAL GROUP GROUP MEMBERS: SUSQUEHANNA INVESTMENT GROUP GROUP MEMBERS: SUSQUEHANNA SECURITIES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Qihoo 360 Technology Co Ltd CENTRAL INDEX KEY: 0001508913 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86515 FILM NUMBER: 141267824 BUSINESS ADDRESS: STREET 1: 3/F, BUILDING #2 STREET 2: NO. 6 JIUXIANQIAO RD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 BUSINESS PHONE: (86-10) 5878-1000 MAIL ADDRESS: STREET 1: 3/F, BUILDING #2 STREET 2: NO. 6 JIUXIANQIAO RD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 FORMER COMPANY: FORMER CONFORMED NAME: Qihoo Technology Co Ltd DATE OF NAME CHANGE: 20101228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL CENTRAL INDEX KEY: 0001011712 IRS NUMBER: 980158206 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: WINDWARD 1 STREET 2: REGATTA OFFICE PARK, WEST BAY ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1103 BUSINESS PHONE: 345-949-7576 MAIL ADDRESS: STREET 1: WINDWARD 1 STREET 2: REGATTA OFFICE PARK, WEST BAY ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1103 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ DATE OF NAME CHANGE: 19960403 SC 13G 1 a14-25604_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

 

(Amendment No.     )*

 

QIHOO 360 TECHNOLOGY CO. LTD.

(Name of Issuer)

Class A ordinary shares,

par value $0.001 per share

(Title of Class of Securities)

74734M109

(CUSIP Number)

November 25, 2014

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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
Capital Ventures International

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
2,365,102 (1)(2)

 

(6)

Shared Voting Power
8,918,031 (1)(2)

 

(7)

Sole Dispositive Power
2,365,102 (1)(2)

 

(8)

Shared Dispositive Power
8,918,031 (1)(2)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,918,031 (1)(2)

 

 

(10)

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 

(1) Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International and Susquehanna Advisors Group, Inc. may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over the 2,365,102 shares directly owned by Capital Ventures International.

 

2


 

 

(1)

Names of Reporting Persons
Susquehanna Advisors Group, Inc.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Pennsylvania

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0(1)(2)

 

(6)

Shared Voting Power
8,918,031 (1)(2)

 

(7)

Sole Dispositive Power
0(1)(2)

 

(8)

Shared Dispositive Power
8,918,031 (1)(2)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,918,031 (1)(2)

 

 

(10)

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 

(1) Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International and Susquehanna Advisors Group, Inc. may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over the 2,365,102 shares directly owned by Capital Ventures International.

 

3


 

 

(1)

Names of Reporting Persons
Susquehanna Capital Group

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(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
11,345 (1)

 

(6)

Shared Voting Power
8,918,031 (1)

 

(7)

Sole Dispositive Power
11,345 (1)

 

(8)

Shared Dispositive Power
8,918,031 (1)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,918,031 (1)

 

 

(10)

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

(12)

Type of Reporting Person (See Instructions)
BD, PN

 

(1) ) Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International and Susquehanna Advisors Group, Inc. may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

4


 

 

(1)

Names of Reporting Persons
Susquehanna Investment Group

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(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
92,078 (1)

 

(6)

Shared Voting Power
8,918,031 (1)

 

(7)

Sole Dispositive Power
92,078 (1)

 

(8)

Shared Dispositive Power
8,918,031 (1)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,918,031 (1)

 

 

(10)

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

(12)

Type of Reporting Person (See Instructions)
BD, PN

 

(1) ) Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International and Susquehanna Advisors Group, Inc. may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

5


 

 

(1)

Names of Reporting Persons
Susquehanna Securities

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(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
6,449,506 (1)

 

(6)

Shared Voting Power
8,918,031 (1)

 

(7)

Sole Dispositive Power
46,449,506 (1)

 

(8)

Shared Dispositive Power
8,918,031 (1)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,918,031 (1)

 

 

(10)

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
6.6%

 

 

(12)

Type of Reporting Person (See Instructions)
BD, PN

 

(1) ) Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International and Susquehanna Advisors Group, Inc. may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

6


 

Item 1.

 

(a)

Name of Issuer
Qihoo 360 Technology Co. Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
Building No. 2,

6 Jiuxianqiao Road,

Chaoyang District

Beijing 100015, People’s Republic of China

 

Item 2(a).

Name of Person Filing

 

This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the Class A ordinary shares, par value $0.001 per share, of the Company (the “Shares”).

 

(i)                                     Capital Ventures International

 

(ii)                                  Susquehanna Advisors Group, Inc.

 

(iii)                               Susquehanna Capital Group

 

(iv)                              Susquehanna Investment Group

 

(v)                                 Susquehanna Securities

Item 2(b).

Address of Principal Business Office or, if none, Residence

 

The address of the principal business office of Capital Ventures International is:

 

P.O. Box 897

Windward 1, Regatta Office Park

West Bay Road

Grand Cayman, KY1-1103

Cayman Islands

 

The address of the principal business office of each of Susquehanna Advisors Group, Inc., Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities is:

 

401 E. City Avenue

Suite 220

Bala Cynwyd, PA 19004

Item 2(c).

Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d).

Title of Class of Securities
Class A Ordinary Shares, par value $0.001 per share (the “Shares”)

Item 2(e)

CUSIP Number
74734M109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

7


 

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.

 

The information required by Items 4(a) — (c) is set forth in Rows 5 — 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The amount beneficially owned by Susquehanna Investment Group includes options to buy 76,950 of the Company’s Shares.  The amount beneficially owned by Susquehanna Securities includes options to buy 5,075,850 of the Company’s Shares.  The Company’s annual report, on Form 20-F, filed with the United States Securities and Exchange Commission on April 25, 2014, indicates that there were 134,123,218 Class A Ordinary Shares outstanding as of December 31, 2013.

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

8


 

Item 10.

Certification

By signing below each of 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.

 

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: December 5, 2014

 

 

CAPITAL VENTURES INTERNATIONAL

 

SUSQUEHANNA ADVISORS GROUP, INC.

 

 

 

 

By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney, a copy of which is filed as Exhibit I hereto.

 

By:

/s/ Brian Sopinsky

 

 

Name:

Brian Sopinsky

 

 

Title:

Assistant Secretary

By:

/s/ Brian Sopinsky

 

 

 

Name:

Brian Sopinsky

 

 

 

Title:

Assistant Secretary

 

 

 

 

 

 

 

 

 

 

SUSQUEHANNA CAPITAL GROUP

 

SUSQUEHANNA INVESTMENT GROUP

 

 

 

 

By:

/s/ Brian Sopinsky

 

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

 

Name:

Brian Sopinsky

Title:

Authorized Signatory

 

Title:

General Counsel

 

 

 

 

 

 

 

 

SUSQUEHANNA SECURITIES

 

 

 

 

 

 

 

By:

/s/ Brian Sopinsky

 

 

 

Name:

Brian Sopinsky

 

 

 

Title:

Secretary

 

 

 

 

9


 

EXHIBIT INDEX

 

EXHIBIT

 

DESCRIPTION

 

 

 

I

 

Limited Power of Attorney executed by Capital Ventures International in favor of Susquehanna Advisors Group, Inc., dated as of December 4, 2012.

 

 

 

II

 

Joint Filing Agreement, dated December 5, 2014, pursuant to Rule 13d-1(k) among Capital Ventures International, Susquehanna Advisors Group, Inc., Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities.

 

10


EXHIBIT I

 

LIMITED POWER OF ATTORNEY

 

THIS LIMITED POWER OF ATTORNEY given on the 4th day of December, 2012 by Capital Ventures International (hereinafter called “the Company”), whose Registered Office is situated at Windward 1, Regatta Office Park, West Bay Road, Grand Cayman KY1-1103, Cayman Islands,

 

WHEREAS, by agreement dated December 4, 2012, by and between the Company and Susquehanna Advisors Group, Inc., the Company expressly authorized Susquehanna Advisors Group, Inc. to enter into transactions in certain designated areas as defined in the Discretionary Investment Management Agreement attached hereto marked “Appendix 1.”

 

NOW THIS DEED WITNESSETH that William Walmsley, Director of the Company, hereby appoints on behalf of the Company the firm of SUSQUEHANNA ADVISORS GROUP, INC., which through its officers, directors and employees is hereby formally granted limited power of attorney for the purpose of entering into transactions on behalf and for the account of the Company and to take all actions on behalf of the Company as may be necessary to consummate such transactions, including but not limited to making, negotiating, signing, endorsing, executing, acknowledging and delivering in the name of the Company all applications, contracts, agreements, notes, statements, certificates, proxies and any other instruments of whatever kind and nature as may be necessary or proper in connection with the entering into of such transactions, instructing the transfer of funds where necessary with respect to such transactions, and performing all of the services specified under the Discretionary Investment Management Agreement with respect to such transactions.

 

IN WITNESS WHEREOF, the Company has caused this Limited Power of Attorney to take effect on the day and year above written.

 

 

Capital Ventures International

 

 

 

 

 

/s/ William Walmsley

 

William Walmsley

 

Director

 


EXHIBIT II

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares of Qihoo 360 Technology Co. Ltd., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of December 5, 2014

 

 

CAPITAL VENTURES INTERNATIONAL

 

SUSQUEHANNA ADVISORS GROUP, INC.

 

 

 

 

By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney

 

By:

/s/ Brian Sopinsky

 

 

Name:

Brian Sopinsky

 

 

Title:

Assistant Secretary

By:

/s/ Brian Sopinsky

 

 

 

Name:

Brian Sopinsky

 

 

 

Title:

Assistant Secretary

 

 

 

 

 

 

 

 

 

 

SUSQUEHANNA CAPITAL GROUP

 

SUSQUEHANNA INVESTMENT GROUP

 

 

 

 

By:

/s/ Brian Sopinsky

 

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

 

Name:

Brian Sopinsky

Title:

Authorized Signatory

 

Title:

General Counsel

 

 

 

 

 

 

 

 

SUSQUEHANNA SECURITIES

 

 

 

 

 

 

 

By:

/s/ Brian Sopinsky

 

 

 

Name:

Brian Sopinsky

 

 

 

Title:

Secretary