0000950103-14-001098.txt : 20140214 0000950103-14-001098.hdr.sgml : 20140214 20140214060828 ACCESSION NUMBER: 0000950103-14-001098 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: LUO QIAN QIAN CHRISSY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Millennial Media Inc. CENTRAL INDEX KEY: 0001372375 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87160 FILM NUMBER: 14609319 BUSINESS ADDRESS: STREET 1: 2400 BOSTON STREET, SUITE 301 CITY: Baltimore STATE: MD ZIP: 21224 BUSINESS PHONE: (410) 552-8705 MAIL ADDRESS: STREET 1: 2400 BOSTON STREET, SUITE 301 CITY: Baltimore STATE: MD ZIP: 21224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fortune Capital Holdings Enterprises Ltd. CENTRAL INDEX KEY: 0001318397 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8 STEVENS ROAD CITY: SINGAPORE STATE: U0 ZIP: 257819 BUSINESS PHONE: 65-6361-0060 MAIL ADDRESS: STREET 1: 8 STEVENS ROAD CITY: SINGAPORE STATE: U0 ZIP: 257819 FORMER COMPANY: FORMER CONFORMED NAME: Fortune Capital Holdings Enterprise LTD DATE OF NAME CHANGE: 20050218 SC 13G/A 1 dp43990_sc13ga.htm FORM SC 13G/A
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 1)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

 
Millennial Media, Inc.
(Name of Issuer)
 
 
Common Stock, $.001 par value per share
(Title of Class of Securities)
 
 
 
60040N105
  
(CUSIP Number)
 
January 30, 2014
(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)
 
x   Rule 13d-1(c)
 
o    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 the disclosures provided in a prior cover page.
 
The information required in 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 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).
 
 
 
 
 
 
 
 

 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Fortune Capital Holdings Enterprises Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) o
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
2,010,000*
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
2,010,000*
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,010,000
 
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%**
 
12.
TYPE OF REPORTING PERSON (See Instructions)
CO
 

*
See Item 4 of this Schedule.
**
Based on 81,495,152 shares of Common Stock, reported to be outstanding as of October 31, 2013 by the issuer in its quarterly report on Form 10-Q for the period ended September 30, 2013, as filed with the SEC on November 14, 2013.

 
 
 
 
2
 
 
 

 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Luo Qian Qian Chrissy
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) o
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Singapore
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
2,010,000*
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
2,010,000*
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,010,000
 
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%**
 
12.
TYPE OF REPORTING PERSON (See Instructions)
IN
 

*
See Item 4 of this Schedule.
**
Based on 81,495,152 shares of Common Stock, reported to be outstanding as of October 31, 2013 by the issuer in its quarterly report on Form 10-Q for the period ended September 30, 2013, as filed with the SEC on November 14, 2013.

 
 
 
3
 
 
 
 
Item 1(a).  Name of Issuer
 
 Millennial Media, Inc.
 
Item 1(b).  Address of Issuer’s Principal Executive Offices
 
2400 Boston Street, Suite 201, Baltimore, Maryland 21224.
 
Item 2(a).  Name of Persons Filing
 
This statement on Schedule 13G is being filed by Fortune Capital Holdings Enterprises Limited (“Fortune Capital”) and its sole shareholder Luo Qian Qian Chrissy (“Ms. Luo”).
 
Item 2(b).  Address of Principal Business Office or, If None, Residence
 
8 Stevens Road, Singapore 257819
 
Item 2(c).   Citizenship
 
Fortune Capital is a British Virgin Islands company and Ms. Luo is a citizen of Singapore.
 
Item 2(d).   Title of Class of Securities
 
Common Stock, $.001 par value (“Common Stock”).
 
Item 2(e).   CUSIP No.
 
60040N105.
 
Item 3.   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
Not applicable.
 
Item 4.  Ownership
 
(a)
Amount Beneficially Owned: Fortune Capital is the owner of 2,010,000 shares of Common Stock as of the date hereof (the “Shares”).  As the sole shareholder of Fortune Capital, Ms. Luo may be deemed to beneficially own the Shares.  

(b)
Percent of Class: 2.5%.  The percentages set forth on the cover sheet for each reporting person are calculated based on 81,495,152 shares of Common Stock, reported to be outstanding as of October 31, 2013 by the issuer in its quarterly report on Form 10-Q for the period ended September 30, 2013, as filed with the SEC on November 14, 2013.

(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  See Line 5 of cover sheets.
 
 
 
(ii)
shared power to vote or to direct the vote:  See Line 6 of cover sheets.
 
 
 
(iii)
sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.
 
 
 
 
 
4
 
 
 
 
 
 
(iv)
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
 
Item 5.  Ownership of 5 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:
 
Item 6. Ownership of More Than 5 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.
 
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.
 
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 
 
 
 
5
 
 
 
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.
 
 
Date: February 14, 2014
 
 

 
FORTUNE CAPITAL HOLDINGS ENTERPRISES LIMITED
  
         
         
 
 
 
By: 
/s/ Luo Qian Qian Chrissy
  
   
Name: 
Luo Qian Qian Chrissy
  
   
Title: 
Director
  
         
     
         
         
 
 
 
By: 
/s/ Luo Qian Qian Chrissy
  
     
Luo Qian Qian Chrissy
  
         

 
 
 
 
6
 
 
 
 
Exhibit Index
 
Exhibit A Joint Filing Agreement dated February 14, 2014 between Fortune Capital Holdings Enterprises Limited and Luo Qian Qian Chrissy
 
EXHIBIT A
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13G (including any amendments thereto) with respect to the common stock, par value $0.001of Millennial Media, Inc.
 
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate.  It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of the parties hereto.
 
Dated: February 14, 2014

 
 
 
 
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