0001104659-15-065262.txt : 20150915 0001104659-15-065262.hdr.sgml : 20150915 20150915161551 ACCESSION NUMBER: 0001104659-15-065262 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150915 DATE AS OF CHANGE: 20150915 GROUP MEMBERS: PRICELINE GROUP TREASURY CO B. V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CTRIP COM INTERNATIONAL LTD CENTRAL INDEX KEY: 0001269238 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79455 FILM NUMBER: 151107905 BUSINESS ADDRESS: STREET 1: NO. 99 FU QUAN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200335 BUSINESS PHONE: 862134064880 MAIL ADDRESS: STREET 1: NO. 99 FU QUAN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200335 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Priceline Group Inc. CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-299-8000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: PRICELINE COM INC DATE OF NAME CHANGE: 19981221 SC 13D/A 1 a15-19713_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

CTRIP.COM INTERNATIONAL, LTD.

(Name of Issuer)

 

American Depositary Shares, each representing 0.25 Ordinary Shares, par value $0.01 per share

(Title of Class of Securities)

 

22943F100

(CUSIP Number)

 

Peter Millones

Executive Vice President, General Counsel and Corporate Secretary

The Priceline Group Inc.

800 Connecticut Avenue

Norwalk, Connecticut 06854

(203) 299-8000

 

with a copy to:

 

Brian E. Hamilton, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004-2498

212-558-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 14, 2015

(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).

 


 

CUSIP No. 22943F100

 

 

1

Names of Reporting Persons
Priceline Group Treasury Company B.V.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
The Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
17,502,750*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
17,502,750*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
17,502,750*

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.58**

 

 

14

Type of Reporting Person (See Instructions)
CO

 

* Includes the 8,959,800 ADSs purchased by Purchaser pursuant to the Priceline Purchase Right and the 8,542,950 ADSs issuable upon conversion of the 2015 Convertible Note and the Convertible Note, as described herein. See Item 5.

 

** Based on 37,782,041.5 outstanding Ordinary Shares, after giving effect to the transactions described in Item 4. See Item 5.

 

2


 

CUSIP No. 22943F100

 

 

1

Names of Reporting Persons
The Priceline Group Inc.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
17,502,750*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
17,502,750*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
17,502,750*

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.58**

 

 

14

Type of Reporting Person (See Instructions)
CO

 

* Includes the 8,959,800 ADSs purchased by Purchaser pursuant to the Priceline Purchase Right and the 8,542,950 ADSs issuable upon conversion of the 2015 Convertible Note and the Convertible Note, as described herein. See Item 5.

 

** Based on 37,782,041.5 outstanding Ordinary Shares, after giving effect to the transactions described in Item 4. See Item 5.

 

3


 

 

This Amendment No. 5 (this “Amendment No. 5”) amends that certain statement on Schedule 13D filed by The Priceline Group Inc., a Delaware corporation (“Priceline”), and Priceline Group Treasury Company B.V., a Netherlands company and an indirect wholly owned subsidiary of Priceline (“Purchaser,” and together with Priceline, the “Reporting Persons”), with the Securities and Exchange Commission (“SEC”) on September 29, 2014 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on October 10, 2014 (“Amendment No. 1”), Amendment No. 2 to the Original 13D filed with the SEC on October 20, 2014 (“Amendment No. 2”), Amendment No. 3 to the Original 13D filed with the SEC on November 5, 2014 (“Amendment No. 3”) and Amendment No. 4 to the Original 13D filed with the SEC on May 29, 2015 (together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”), relating to the American Depositary Shares (“ADSs”), each representing 0.25 ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of Ctrip.com International, Ltd., a Cayman Islands exempted company (the “Issuer”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

The second sentence of the second paragraph of Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

As of September 14, 2015, since August 7, 2014, Purchaser has made open market purchases of ADSs totaling $526,119,161.69 pursuant to a purchase plan established pursuant to Rule 10b5-1 under the Exchange Act (the “10b5-1 Plan”).  The funds used to purchase these ADSs pursuant to the Priceline Purchase Right were obtained from the general working capital of Purchaser.

 

 

Item 5.

Interest in Securities of the Issuer.

 

(a), (b) The second and third sentence of the first paragraph of Items 5(a) and (b) of the Schedule 13D is hereby amended and restated as follows:

 

The calculation of percentage of beneficial ownership of outstanding Ordinary Shares in this Item 5(a) and (b) and elsewhere in this Schedule 13D assumes there are 35,646,304 Ordinary Shares outstanding as of the date of this Schedule 13D. This figure is based on information set forth in the Form 6-K of the Issuer filed with the SEC on August 4, 2015. In addition, as required under Rule 13d-3(d) of the Exchange Act, all ADSs issuable upon conversion of the Convertible Notes were added to the 35,646,304 Ordinary Shares referred to above (after multiplying such number of ADSs by 0.25, the number of Ordinary Shares represented by each ADS) for purposes of calculating the number of outstanding Ordinary Shares, resulting in a total of 37,782,041.5 outstanding Ordinary Shares for purposes of calculating the percentage of beneficial ownership in this Item 5(a) and (b) and elsewhere in this Schedule 13D.

 

(a), (b) The first sentence of the second paragraph of Items 5(a) and (b) of the Schedule 13D is hereby amended and restated as follows:

 

Each of the Reporting Persons beneficially owns or may be deemed to beneficially own, as the case may be, 17,502,750 ADSs, including the 8,959,800 ADSs purchased by Purchaser pursuant to the Priceline Purchase Right and the 8,542,950 ADSs issuable upon conversion of the Convertible Notes, representing 4,375,687.5 Ordinary Shares or approximately 11.58% of the outstanding Ordinary Shares.

 

(c) The table contained in Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following rows (but not the column headings, which are included herein for reference only) to the bottom of the table:

 

 

 

Name of Reporting Person

 

Trade Date

 

Purchased /
(Sold)

 

Average Price
per ADS ($)

 

 

Priceline Group Treasury Company B.V.

 

8/18/2015

 

57,100

 

69.9670

 

 

Priceline Group Treasury Company B.V.

 

8/19/2015

 

58,200

 

68.6442

 

 

Priceline Group Treasury Company B.V.

 

8/20/2015

 

92,600

 

64.7372

 

 

Priceline Group Treasury Company B.V.

 

8/21/2015

 

93,800

 

63.9375

 

 

Priceline Group Treasury Company B.V.

 

8/24/2015

 

135,100

 

59.8184

 

 

Priceline Group Treasury Company B.V.

 

8/25/2015

 

93,300

 

64.2800

 

 

Priceline Group Treasury Company B.V.

 

8/26/2015

 

94,100

 

63.7242

 

 

Priceline Group Treasury Company B.V.

 

8/27/2015

 

58,000

 

68.9239

 

 

Priceline Group Treasury Company B.V.

 

8/28/2015

 

57,500

 

69.4509

 

 

Priceline Group Treasury Company B.V.

 

8/31/2015

 

89,700

 

66.8162

 

 

Priceline Group Treasury Company B.V.

 

9/1/2015

 

92,100

 

65.0812

 

 

Priceline Group Treasury Company B.V.

 

9/2/2015

 

92,300

 

64.9367

 

 

Priceline Group Treasury Company B.V.

 

9/3/2015

 

90,100

 

66.5895

 

 

Priceline Group Treasury Company B.V.

 

9/4/2015

 

93,500

 

64.1512

 

 

Priceline Group Treasury Company B.V.

 

9/8/2015

 

92,300

 

64.9369

 

 

Priceline Group Treasury Company B.V.

 

9/9/2015

 

90,300

 

66.4218

 

 

Priceline Group Treasury Company B.V.

 

9/10/2015

 

59,700

 

66.9362

 

 

Priceline Group Treasury Company B.V.

 

9/11/2015

 

59,800

 

66.8613

 

 

Priceline Group Treasury Company B.V.

 

9/14/2015

 

90,100

 

66.5552

 

 

4


 

SIGNATURES

 

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.

 

 

 

Date: September 15, 2015

 

 

 

 

 

 

THE PRICELINE GROUP INC.

 

 

 

/s/ Peter J. Millones

 

Name:

Peter J. Millones

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

PRICELINE GROUP TREASURY COMPANY B.V.

 

 

 

/s/ Daniel J. Finnegan

 

Name:

Daniel J. Finnegan

 

Title:

Director

 

5