sc13g.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LSMdaqHOcZl/tRjH05ohjkNqXW/o4vThfcC/TOfO2fZBx/kFNhQ/YBEtVkEkcOw6 q6ugtCuixvDEuvai454DiQ== 0001341004-11-000481.txt : 20110211 0001341004-11-000481.hdr.sgml : 20110211 20110211104316 ACCESSION NUMBER: 0001341004-11-000481 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IFM Investments Ltd CENTRAL INDEX KEY: 0001477324 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85993 FILM NUMBER: 11595650 BUSINESS ADDRESS: STREET 1: 26/A, EAST WING, HANWEI PLAZA STREET 2: NO.7 GUANGHUA ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100004 BUSINESS PHONE: 86-10-65617788 MAIL ADDRESS: STREET 1: 26/A, EAST WING, HANWEI PLAZA STREET 2: NO.7 GUANGHUA ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IFM Overseas Ltd CENTRAL INDEX KEY: 0001511431 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 26A, EAST WING, HANWEI PLAZA STREET 2: NO.7 GUANGHUA ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100004 BUSINESS PHONE: 86-10-6561-7788 MAIL ADDRESS: STREET 1: 26A, EAST WING, HANWEI PLAZA STREET 2: NO.7 GUANGHUA ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100004 SC 13G 1 sc13g.htm SCHEDULE 13G sc13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant To 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. ) *

IFM Investments Limited

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

45172L100

(CUSIP Number)

December 31, 2010

(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)
	¨	Rule 13d-1(c)
	x	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).

CUSIP No. 45172L100

13G

Page of 10 Pages

1	Name of Reporting Person Donald Zhang
2	Check the Appropriate Box if a Member of a Group			(a)	¨
				(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 273,838,1221 Class A ordinary shares
		6	Shared Voting Power 0
		7	Sole Dispositive Power 221,838,1222 Class A ordinary shares
		8	Shared Dispositive Power 52,000,000
9	Aggregate Amount Beneficially Owned by Each Reporting Person 273,838,122 Class A ordinary shares
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares				¨
11	Percent Of Class Represented By Amount In Row 9				45.4%
12	Type of Reporting Person IN

1 Includes (i) 260,000,000 Class A ordinary shares beneficially held by Donald Zhang through IFM Overseas Partners L.P., and (ii) 13,838,122 Class A ordinary shares underlying share options held by Donald Zhang that are exercisable within 60 days.

2 Includes (i) 208,000,000 Class A ordinary shares beneficially held by Donald Zhang through IFM Overseas Partners L.P., and (ii) 13,838,122 Class A ordinary shares underlying share options held by Donald Zhang that are exercisable within 60 days.

CUSIP No. 45172L100

13G

Page 3 of 10 Pages

1	Name Of Reporting Person Harry Lu
2	Check the Appropriate Box if a Member of a Group			(a)		¨
				(b)		x
3	SEC Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 3,492,271 Class A ordinary shares
		6	Shared Voting Power 0
		7	Sole Dispositive Power 3,492,271 Class A ordinary shares
		8	Shared Dispositive Power 52,000,000
9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,492,2713 Class A ordinary shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares				¨
11	Percent of Class Represented by Amount in Row 9				9.4%
12	Type of Reporting Person IN

3 Includes (i) (as to dispositive power) 52,000,000 of the 260,000,000 Class A ordinary shares held in IFM Overseas Partners L.P. by Harry Lu, and (ii) 3,492,271 Class A ordinary shares underlying share options held by Harry Lu that are exercisable within 60 days.

CUSIP No. 45172L100

13G

Page 4 of 10 Pages

1	Name Of Reporting Person IFM Overseas Partners L.P.
2	Check the Appropriate Box if a Member of a Group			(a)	¨
				(b)	x
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 260,000,000 Class A ordinary shares
		6	Shared Voting Power 0
		7	Sole Dispositive Power 260,000,000 Class A ordinary shares
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 260,000,000 Class A ordinary shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares				¨
11	Percent of Class Represented by Amount in Row 9				44.1%
12	Type of Reporting Person PN

CUSIP No. 45172L100

13G

Page 5 of 10 Pages

1	Name Of Reporting Person IFM Overseas Limited
2	Check the Appropriate Box if a Member of a Group			(a)		¨
				(b)		x
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 260,000,000 Class A ordinary shares
		6	Shared Voting Power 0
		7	Sole Dispositive Power 260,000,000 Class A ordinary shares
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 260,000,000 Class A ordinary shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares				¨
11	Percent of Class Represented by Amount in Row 9				44.1%
12	Type of Reporting Person CO

CUSIP No. 45172L100

13G

Page 6 of 10 Pages

Item 1(a).	Name of Issuer:

	IFM Investments Limited

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	26A, East Wing, Hanwei Plaza, No.7 Guanghua Road,
	Chaoyang District, Beijing, 100004
	The People’s Republic of China

Item 2(a).	Name of Person Filing:

	Donald Zhang
	Harry Lu
	IFM Overseas Partners L.P.
	IFM Overseas Limited

Item 2(b).	Address of Principal Business Office or, if None, Residence:

	Donald Zhang
	26A, East Wing, Hanwei Plaza, No.7 Guanghua Road,
	Chaoyang District, Beijing, 100004
	The People’s Republic of China

	Harry Lu
	26A, East Wing, Hanwei Plaza, No.7 Guanghua Road,
	Chaoyang District, Beijing, 100004
	The People’s Republic of China

	IFM Overseas Partners L.P.
	26A, East Wing, Hanwei Plaza, No.7 Guanghua Road,
	Chaoyang District, Beijing, 100004
	The People’s Republic of China

	IFM Overseas Limited
	26A, East Wing, Hanwei Plaza, No.7 Guanghua Road,
	Chaoyang District, Beijing, 100004
	The People’s Republic of China

Item 2(c)	Citizenship:

	Donald Zhang – United States

	Harry Lu – United States

	IFM Overseas Partners L.P. – Cayman Islands

	IFM Overseas Limited – Cayman Islands

CUSIP No. 45172L100

13G

Page 7 of 10 Pages


Item 2(d).	Title of Class of Securities:

	Class A ordinary shares

Item 2(e).	CUSIP Number:

	45172L100

Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

	Not applicable

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.

Reporting Person	Amount beneficially owned:	Percent of class:	Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
Donald Zhang	273,838,122	45.4%	273,838,122	0	221,838,122	52,000,000
Harry Lu	55,492,271	9.4%	3,492,271	0	3,492,271	52,000,000
IFM Overseas Partners L.P.	260,000,000	44.1%	260,000,000	0	260,000,000	0
IFM Overseas Limited	260,000,000	44.1%	260,000,000	0	260,000,000	0

IFM Overseas Partners L.P., a Cayman Islands limited partnership, was established on December 15, 2005. It directly owns 260,000,000 Class A ordinary shares of IFM Investments Limited. IFM Overseas Limited, a corporation incorporated under the laws of the Cayman Islands, acts as the general partner of IFM Overseas Partners L.P. and exercises investment control over the Class A ordinary shares held by IFM Overseas Partners L.P.. Maxpro International Enterprises, Inc., a New York corporation, owns 100% of the equity interest in IFM Overseas Limited. Donald Zhang owns 100% of the equity interest in Maxpro International Enterprises, Inc., through D&M Capital Corporation. IFM Holding Company Limited and Harry Lu, each a limited partner of IFM Overseas Partners L.P., hold 80% and 20% of the partnership interest in IFM Overseas Partne rs L.P., respectively. IFM Holding Company Limited is a corporation incorporated under the laws of Cayman Islands, and is 100% owned by Maxpro International Enterprises, Inc.

CUSIP No. 45172L100

13G

Page 8 of 10 Pages

Item 5.	Ownership of Five Percent or Less of a Class:

	Not applicable

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 Controlling Person:

	Not applicable

Item 8.	Identification and Classification of Members of the Group:

	Not applicable

Item 9.	Notice of Dissolution of Group:

	Not applicable

Item 10.	Certifications:

	Not applicable

CUSIP No. 45172L100

13G

Page 9 of 10 Pages

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.

Dated: February 11, 2011

Donald Zhang	/s/ Donald Zhang
	Donald Zhang


Harry Lu	/s/ Harry Lu
	Harry Lu


IFM Overseas Partners L.P.	By: IFM Overseas Limited, its general partner

	By: /s/ Donald Zhang
	Name: Donald Zhang
	Title: Director

IFM Overseas Limited	By: /s/ Donald Zhang
	Name: Donald Zhang
	Title: Director

LIST OF EXHIBITS

Exhibit No.	Description
A	Joint Filing Agreement

EX-99.1 2 ex.htm JOINT FILING AGREEMENT ex.htm

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares of IFM Investments Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2011.

Donald Zhang	/s/ Donald Zhang
	Donald Zhang


Harry Lu	/s/ Harry Lu
	Harry Lu


IFM Overseas Partners L.P.	By: IFM Overseas Limited, its general partner

	By: /s/ Donald Zhang
	Name: Donald Zhang
	Title: Director

IFM Overseas Limited	By: /s/ Donald Zhang
	Name: Donald Zhang
	Title: Director

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