SC 13G/A 1 e10028_sc13ga.htm SCHEDULE 13G/A Converted by EDGARwiz

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. 1)*

VanceInfo Technologies, Inc.

(Name of Issuer)

American Depositary Shares (ADS)

(Title of Class of Securities)

921564100

(CUSIP Number)

December 31, 2009

(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)

o

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).

(Continued on following pages)

Page 1 of 16 Pages

Exhibit Index Contained on Page 15





CUSIP NO.   921564100

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Page 2 of 16




1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DCM IV, L.P. (“DCM IV”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

o

(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
2,735,190 shares, except that DCM Investment Management IV, L.P. (“GP IV”), the general partner of DCM IV, and DCM International IV, Ltd. (“UGP IV”), the general partner of GP IV, may be deemed to have sole power to vote these shares, and K. David Chao (“Chao”), Dixon R. Doll (“Doll”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”), the directors of UGP IV, may be deemed to have shared power to vote these shares.

 

6

SHARED VOTING POWER
See response to row 5.

 

7

SOLE DISPOSITIVE POWER
2,735,190 shares, except that GP IV, the general partner of DCM IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, Doll, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to dispose of these shares.

 

8

SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,735,190

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.9%

12

TYPE OF REPORTING PERSON*

PN





CUSIP NO.   921564100

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Page 3 of 16




1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DCM Affiliates Fund IV, L.P. (“Aff IV”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

o

(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
69,558 shares, except that GP IV, the general partner of Aff IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to vote of these shares, and Chao, Doll, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to vote of these shares.

 

6

SHARED VOTING POWER
See response to row 5.

 

7

SOLE DISPOSITIVE POWER
69,558 shares, except that GP IV, the general partner of Aff IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, Doll, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to dispose of these shares.

 

8

SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

69,558

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.2%

12

TYPE OF REPORTING PERSON*

PN





CUSIP NO.   921564100

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Page 4 of 16




1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DCM Investment Management IV, L.P. (“GP IV”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

o

(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
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  GP IV, the general partner of DCM IV and Aff IV, may be deemed to have sole power to vote these shares, except that UGP IV, the general partner of GP IV, may be deemed to have sole power to vote of these shares, and Chao, Doll, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to vote these shares.

 

6

SHARED VOTING POWER
See response to row 5.

 

7

SOLE DISPOSITIVE POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  GP IV, the general partner of DCM IV and Aff IV, may be deemed to have sole power to dispose of these shares, except that UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, Doll, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to dispose of these shares.

 

8

SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,804,748

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.1%

12

TYPE OF REPORTING PERSON*

PN





CUSIP NO.   921564100

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Page 5 of 16






1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DCM International IV, Ltd. (“UGP IV”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

o

(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
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  UGP IV is the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole voting power with respect to such shares, except GP IV, the general partner of each of DCM IV and Aff IV, may be deemed to have sole power to vote these shares, and Chao, Doll, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to vote these shares.

 

6

SHARED VOTING POWER
See response to row 5.

 

7

SOLE DISPOSITIVE POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  UGP IV is the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole power to dispose of such shares, except GP IV, the general partner of each of DCM IV and Aff IV, may be deemed to have sole power to dispose of these shares, and Chao, Doll, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to dispose of these shares.

 

8

SHARED DISPOSITIVE POWER
See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,804,748

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.1%

12

TYPE OF REPORTING PERSON*

OO





CUSIP NO.   921564100

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Page 6 of 16




1

NAME OF REPORTING PERSON

K. David Chao (“Chao”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Japanese Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH

5

SOLE VOTING POWER
0 shares.

6

SHARED VOTING POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  Chao is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER
0 shares.

8

SHARED DISPOSITIVE POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  Chao is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,804,748

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.1%

12

TYPE OF REPORTING PERSON*

IN





CUSIP NO.   921564100

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Page 7 of 16




1

NAME OF REPORTING PERSON

Dixon R. Doll (“Doll”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0 shares.

6

SHARED VOTING POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  Doll is director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER
0 shares.

8

SHARED DISPOSITIVE POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  Doll is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,804,748

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.1%

12

TYPE OF REPORTING PERSON*

IN






CUSIP NO.   921564100

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Page 8 of 16




1

NAME OF REPORTING PERSON

Peter W. Moran (“Moran”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0 shares.

6

SHARED VOTING POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  Moran is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER
0 shares.

8

SHARED DISPOSITIVE POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  Moran is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,804,748

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.1%

12

TYPE OF REPORTING PERSON*

IN






CUSIP NO.   921564100

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Page 9 of 16






1

NAME OF REPORTING PERSON

Thomas Blaisdell (“Blaisdell”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0 shares.

6

SHARED VOTING POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  Blaisdell is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to vote these shares.

7

SOLE DISPOSITIVE POWER
0 shares.

8

SHARED DISPOSITIVE POWER
2,804,748 shares, of which 2,735,190 are directly owned by DCM IV and 69,558 are directly owned by Aff IV.  Blaisdell is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to dispose of these shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

2,804,748

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.1%

12

TYPE OF REPORTING PERSON*

IN





CUSIP NO.   921564100

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Page 10 of 16



This Amendment No. 1 amends and  restates in its entirety the Schedule 13G previously filed by DCM IV, L.P. (“DCM IV”), DCM Affiliates Fund IV, L.P. (“Aff IV”), DCM Investment Management IV, L.P. (“GP IV”), and DCM International IV, Ltd. (“UGP IV”), and K. David Chao (“Chao”), Dixon R. Doll (“Doll”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”) (together with all prior and current amendments thereto, this “Schedule 13G”).


ITEM 1(A).

NAME OF ISSUER

VanceInfo Technologies, Inc.

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES


3/F, Building 8, Zhongguancun Software Park

Haidian District, Beijing 100193

People’s Republic of China



ITEM 2(A).

NAME OF PERSONS FILING

This Schedule 13G is filed by DCM IV, L.P., a Cayman Islands exempted limited partnership (“DCM IV”), DCM Affiliates Fund IV, L.P., a Cayman Islands exempted limited partnership (“Aff IV”), DCM Investment Management IV, L.P., a Cayman Islands exempted limited partnership (“GP IV”), and DCM International IV, Ltd., a Cayman Islands limited company (“UGP IV”), and K. David Chao (“Chao”), Dixon R. Doll (“Doll”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

GP IV, the general partner of DCM IV and Aff IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV.  UGP IV, the general partner of GP IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV.  Chao, Doll, Moran and Blaisdell are directors of UGP IV and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by DCM IV and Aff IV.

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:


DCM

2420 Sand Hill Road

Suite 200

Menlo Park, California  94025


ITEM 2(C)

CITIZENSHIP

DCM IV, Aff IV and GP IV are Cayman Islands exempted limited partnerships.  UGP IV is a Cayman Islands limited company.  Doll, Moran and Blaisdell are United States citizens.  Chao is a Japanese citizen.





CUSIP NO.   921564100

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ITEM 2(D) AND (E).

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER


American Depositary Shares (ADS)


Each ADS represents an ownership interest in one ordinary share.  The Reporting Persons currently hold ordinary shares, which may be deposited with the depositary for ADSs.


CUSIP # 921564100


ITEM 3.

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.  

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.





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Page 12 of 16




ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Under certain circumstances, set forth in the limited partnership agreements of DCM IV, Aff IV, and GP IV, and the memorandum and articles of association of UGP IV, the general and limited partners or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner, or director.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

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.

CERTIFICATION.

Not applicable.





CUSIP NO.   921564100

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Page 13 of 16



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:  February 9, 2010



DCM IV, L.P.


By:  DCM INVESTMENT MANAGEMENT IV, L.P.

Its General Partner


By:  DCM INTERNATIONAL IV, LTD.

Its General Partner




By:       /s/ K. David Chao                                            

K. David Chao

Director

DCM AFFILIATES FUND IV, L.P.


By:  DCM INVESTMENT MANAGEMENT IV, L.P.

Its General Partner


By:  DCM INTERNATIONAL IV, LTD.

Its General Partner


By:       /s/ K. David Chao                                            

K. David Chao

Director

DCM INVESTMENT MANAGEMENT IV, L.P.


By:  DCM INTERNATIONAL IV, LTD.

Its General Partner



By:       /s/ K. David Chao                                            

K. David Chao

Director

DCM INTERNATIONAL IV, LTD.


By:       /s/ K. David Chao                                            

K. David Chao

Director





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K. DAVID CHAO

By:       /s/ K. David Chao                                            

K. David Chao


DIXON R. DOLL


By:      /s/ Dixon R. Doll                                              

Dixon R. Doll

PETER W. MORAN


By:      /s/ Peter W. Moran                                          

Peter W. Moran

THOMAS BLAISDELL


By:      /s/ Thomas Blaisdell                                        

Thomas Blaisdell






CUSIP NO.

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Page 15 of 16



EXHIBIT INDEX


 

Found on

Sequentially

Numbered Page

Exhibit


Exhibit A:  Agreement of Joint Filing


16






CUSIP NO.

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Page 16 of 16



EXHIBIT A

Agreement of Joint Filing


The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of VanceInfo Technologies, Inc. shall be filed on behalf of each of the Reporting Persons.  Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.