UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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58.COM INC.
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(Name of Issuer)
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Class A ordinary shares, par value US$0.00001 per share
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(Title of Class of Securities)
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31680Q104**
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(CUSIP Number)
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Tencent Holdings Limited
29/F., Three Pacific Place,
No. 1 Queen’s Road East, Wanchai, Hong Kong
Telephone: +852 3148 5100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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September 22, 2014
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(Date of Event which Requires Filing of this Statement)
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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-l(f) or 240.13d-l(g), check the following box. o
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*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.
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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 (“Exchange 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).
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**This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares, par value $0.00001 per share. No CUSIP has been assigned to the ordinary shares.
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CUSIP No.
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31680Q104
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1.
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NAMES OF REPORTING PERSONS
Ohio River Investment Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
o
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6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
|
SOLE VOTING POWER
None
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8.
|
SHARED VOTING POWER
42,282,992*
|
|
9.
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SOLE DISPOSITIVE POWER
None
|
|
10.
|
SHARED DISPOSITIVE POWER
42,282,992*
|
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,282,992*
|
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)
48.56%*
|
14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No.
|
31680Q104
|
1.
|
NAMES OF REPORTING PERSONS
Tencent Holdings Limited
|
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 ITEMS 2(D) OR 2(E)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
42,282,992*
|
|
9.
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SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
42,282,992*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,282,992*
|
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)
48.56%*
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No.
|
31680Q104
|
1.
|
NAMES OF REPORTING PERSONS
THL E Limited
|
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 ITEMS 2(D) OR 2(E)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
42,282,992*
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
42,282,992*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,282,992*
|
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)
48.56%*
|
14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Transaction Date
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Number of ADSs
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Average Price Per ADS
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Price Range of ADSs
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09/22/2014
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678,473
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$35.214
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$34.780 - $35.779
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09/22/2014
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155,227
|
$36.014
|
$35.780 - $36.400
|
09/23/2014
|
452,779
|
$35.312
|
$34.795 - $35.794
|
09/23/2014
|
335,884
|
$36.416
|
$35.795 - $36.794
|
09/23/2014
|
131,917
|
$36.979
|
$36.795 - $37.000
|
09/24/2014
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55,457
|
$36.888
|
$36.215 - $37.214
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09/24/2014
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225,828
|
$37.846
|
$37.215 - $38.000
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09/25/2014
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501,687 | $37.903 |
$37.100 - $38.099
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09/25/2014
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201,744 | $38.488 |
$38.100 - $39.000
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OHIO RIVER INVESTMENT LIMITED
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By:
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/s/ James Mitchell
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Name: |
James Mitchell
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Title: | Authorized Signatory |
TENCENT HOLDINGS LIMITED
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By:
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/s/ James Mitchell
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Name: |
James Mitchell
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Title: | Chief Strategy Officer |
THL E LIMITED
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By:
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/s/ James Mitchell
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Name: |
James Mitchell
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Title: | Authorized Signatory |
Name
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Citizenship
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Title
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Directors:
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Ma Huateng
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People’s Republic of China
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Director
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Charles St Leger Searle
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Republic of South Africa
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Director
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Executive officers:
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N/A
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Name
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Citizenship
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Title
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Directors:
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Ma Huateng
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People’s Republic of China
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Chairman of the Board
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Lau Chi Ping Martin
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People’s Republic of China
(Hong Kong SAR)
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Director
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Charles St Leger Searle
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Republic of South Africa
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Director
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Jacobus Petrus Bekker
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Republic of South Africa
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Director
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Li Dong Sheng
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People’s Republic of China
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Director
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Iain Ferguson Bruce
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People’s Republic of China
(Hong Kong SAR)
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Director
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Ian Charles Stone
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People’s Republic of China
(Hong Kong SAR)
|
Director
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Executive officers:
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Ma Huateng
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People’s Republic of China
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Chief Executive Officer
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Lau Chi Ping Martin
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People’s Republic of China
(Hong Kong SAR)
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President
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Zhang Zhidong
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People’s Republic of China
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Chief Technology Officer
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Xu Chenye
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People’s Republic of China
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Chief Information Officer
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Ren Yuxin
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People’s Republic of China
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Chief Operating Officer
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James Gordon Mitchell
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United Kingdom of Great Britain and Northern Ireland
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Chief Strategy Officer and
Senior Executive Vice President
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John Shek Hon Lo
|
People’s Republic of China
(Hong Kong SAR)
|
Senior Vice President and
Chief Financial Officer
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Name
|
Citizenship
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Title
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Directors:
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Ma Huateng
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People’s Republic of China
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Director
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Charles St Leger Searle
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Republic of South Africa
|
Director
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Executive officers:
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N/A
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OHIO RIVER INVESTMENT LIMITED
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By:
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/s/ James Mitchell
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Name: |
James Mitchell
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Title: | Authorized Signatory |
TENCENT HOLDINGS LIMITED
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By:
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/s/ James Mitchell
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Name: |
James Mitchell
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Title: | Chief Strategy Officer |
THL E LIMITED
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By:
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/s/ James Mitchell
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Name: |
James Mitchell
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Title: | Authorized Signatory |