0001013594-13-000478.txt : 20130918 0001013594-13-000478.hdr.sgml : 20130918 20130918160804 ACCESSION NUMBER: 0001013594-13-000478 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130918 DATE AS OF CHANGE: 20130918 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YY Inc. CENTRAL INDEX KEY: 0001530238 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87080 FILM NUMBER: 131103704 BUSINESS ADDRESS: STREET 1: No. 50 Jianzhung Road STREET 2: Tianhe Software Park, Tianhe District CITY: Guangzhou STATE: F4 ZIP: 510660 BUSINESS PHONE: 862029162000 MAIL ADDRESS: STREET 1: No. 50 Jianzhung Road STREET 2: Tianhe Software Park, Tianhe District CITY: Guangzhou STATE: F4 ZIP: 510660 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001214822 IRS NUMBER: 030481537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124154600 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030117 SC 13G/A 1 yy13ga-091813.htm SEPTEMBER 18, 2013 yy13ga-091813.htm
UNITED STATES
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(b) *

(Amendment No.4)

YY Inc.
(Name of Issuer)

American Depositary Shares, Each Representing 20 Class A Common Shares
(Title of Class of Securities)

98426T1060
(CUSIP Number)

September 9, 2013
(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)
 

 
 
 

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Robert S. Pitts, Jr.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
0
   
6.
SHARED VOTING POWER
   
 
8,420,000 Class A Common Shares
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
8,420,000 Class A Common Shares
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
8,420,000 Class A Common Shares
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES     [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.69%
   
12.
TYPE OF REPORTING PERSON
   
 
IN


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Steadfast Capital Management 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
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
7,954,680 Class A Common Shares
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
7,954,680 Class A Common Shares
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
7,954,680 Class A Common Shares
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.43%
   
12.
TYPE OF REPORTING PERSON
   
 
OO


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Steadfast Advisors 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
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
465,320 Class A Common Shares
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
465,320 Class A Common Shares
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
465,320 Class A Common Shares
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0.26%
   
12.
TYPE OF REPORTING PERSON
   
 
OO


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Steadfast Capital, L.P.
   
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
   
 
465,320 Class A Common Shares
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
465,320 Class A Common Shares
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
465,320 Class A Common Shares
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0.26%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
American Steadfast, L.P.
   
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
   
 
2,241,280 Class A Common Shares
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,241,280 Class A Common Shares
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,241,280 Class A Common Shares
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.25%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


 
 
 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Steadfast International Master Fund 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
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
5,713,400 Class A Common Shares
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
5,713,400 Class A Common Shares
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,713,400 Class A Common Shares
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.18%
   
12.
TYPE OF REPORTING PERSON
   
 
CO


 
 
 

This statement is filed with respect to the Class A Common Shares (the “Class A Shares”) of YY Inc. (the “Issuer”) beneficially owned by the Reporting Persons (as defined below) as of September 17, 2013 and amends and supplements the Schedule 13G filed on November 30, 2012, as previously amended (collectively, the “Schedule 13G”).  Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are:

-  
Robert S. Pitts, Jr., a United States Citizen (“Pitts”).

-  
Steadfast Capital Management LP, a Delaware limited partnership (the “Investment Manager”).

-  
Steadfast Advisors LP, a Delaware limited partnership (the “Managing General Partner”).

-  
Steadfast Capital, L.P., a Delaware limited partnership (“Steadfast Capital”).

-  
American Steadfast, L.P., a Delaware limited partnership (“American Steadfast”).

-  
Steadfast International Master Fund Ltd., a Cayman Island exempted company (the “Offshore Fund”).

Mr. Pitts is the managing member of the Investment Manager and the Managing General Partner. The Managing General Partner has the power to vote and dispose of the securities held by Steadfast Capital.  The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund.

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:

(i) Mr. Pitts beneficially owns 8,420,000 Class A Shares.

(ii) The Investment Manager beneficially owns 7,954,680 Class A Shares.

(iii) The Managing General Partner beneficially owns 465,320 Class A Shares.

(iv) Steadfast Capital owns American Depositary Shares (each, an “ADS”) representing beneficial ownership of 465,320 Class A Shares.

(v) American Steadfast owns ADSs representing beneficial ownership of 2,241,280 Class A Shares.

(vi) The Offshore Fund owns ADSs representing beneficial ownership of 5,713,400 Class A Shares.

 
 
 


(vii) Collectively, the Reporting Persons beneficially own 8,420,000 Class A Shares.

               (b)  
Percent of Class:

(i) Mr. Pitts’ beneficial ownership of 8,420,000 Class A Shares represents 4.69% of the outstanding Class A Shares.

(ii) The Investment Manager’s beneficial ownership of 7,954,680 Class A Shares represents 4.43% of the outstanding Class A Shares.

(iii) The Managing General Partner’s beneficial ownership of 465,320 Class A Shares represents 0.26% of the outstanding Class A Shares.

(iv) Steadfast Capital’s beneficial ownership of 465,320 Class A Shares represents 0.26% of the outstanding Class A Shares.

(v) American Steadfast’s beneficial ownership of 2,241,280 Class A Common Shares represents 1.25% of the outstanding Class A Shares.

(vi) The Offshore Fund’s beneficial ownership of 5,713,400 Class A Shares represents 3.18% of the outstanding Class A Shares.

(vii) Collectively, the Reporting Persons’ beneficial ownership of 8,420,000 Class A Shares represents 4.69% of the outstanding Class A Shares.

(c)           Number of shares as to which such person has:

                                (i)  
Sole power to vote or to direct the vote

Not applicable.

                               (ii)  
Shared power to vote or to direct the vote of shares of Class A Shares:

Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to vote or direct the vote of the 465,320 Class A Shares beneficially owned by Steadfast Capital.

American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 2,241,280 Class A Common Shares beneficially owned by American Steadfast.

The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 5,713,400 Class A Shares beneficially owned by the Offshore Fund.

 
 
 


                               (iii)  
Sole power to dispose or to direct the disposition of shares of Class A Shares:

Not applicable.

                               (iv)  
Shared power to dispose or to direct the disposition of shares of Class A Shares:

Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to dispose or direct the disposition of the 465,320 Class A Shares beneficially owned by Steadfast Capital.

American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 2,241,280 Class A Common Shares beneficially owned by American Steadfast.

The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 5,713,400 Class A Shares beneficially owned by the Offshore Fund.


ITEM 5.        OWNNERSHIP 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 5 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 or his 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.

 
 
 
 
SIGNATURE

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


Dated:  September 17, 2013

STEADFAST CAPITAL MANAGEMENT LP


By:  /s/ Robert S. Pitts, Jr.
            Robert S. Pitts, Jr., President


STEADFAST ADVISORS LP


By:  /s/ Robert S. Pitts, Jr.
            Robert S. Pitts, Jr., President

STEADFAST CAPITAL, L.P.
By: STEADFAST ADVISORS LP, as Managing General Partner


By:  /s/ Robert S. Pitts, Jr.
            Robert S. Pitts, Jr., President

AMERICAN STEADFAST, L.P.
By: STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact


By:  /s/ Robert S. Pitts, Jr.
            Robert S. Pitts, Jr., President

STEADFAST INTERNATIONAL MASTER FUND LTD.


By:  /s/ Robert S. Pitts, Jr.
            Robert S. Pitts, Jr., Director


/s/ Robert S. Pitts, Jr.
     Robert S. Pitts, Jr.