UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Qihoo 360 Technology Co. Ltd.
(Name of Issuer)
Ordinary Shares*
American Depositary Shares
(Title of Class of Securities)
74734M109**
(CUSIP Number)
December 31, 2012
(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 persons 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.
* Not for trading, but only in connection with the registration of American Depositary Shares, each 2 representing 3 Class A ordinary shares.
** This CUSIP number applies to the American Depositary Shares.
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).
SCHEDULE 13G
CUSIP No. 74734M109 | Page 2 of 10 Pages |
(1) |
Names of reporting persons/I.R.S. identification nos. of above persons (entities only)
Trustbridge Partners III, L.P. | |||||
(2) | Check the appropriate box if a member of a group (a) ¨ (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
9,898,167 1 | ||||
(6) | Shared voting power
0 | |||||
(7) | Sole dispositive power
9,898,167 1 | |||||
(8) | Shared dispositive power
0 | |||||
(9) |
Aggregate amount beneficially owned by each reporting person
9,898,167 1 | |||||
(10) | Check if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
(11) | Percent of class represented by amount in Row (9)
5.4%2 | |||||
(12) | Type of reporting person (see instructions)
PN |
1 Includes (i) 5,220,978 American Depositary Shares (ADSs), each 2 representing 3 Class A ordinary shares held directly by Trustbridge Partners III, L.P. (TB III), and (ii) 1,224,466 ADSs managed by TB Alternative Assets Ltd. (TB Alternative) on behalf of the Trustees of Columbia University in the City of New York, and (iii) 153,334 ADSs managed by TB Alternative on behalf of the Ludwig Institute for Cancer Research Ltd. (LICR). TB III is a limited partnership whose general partner is TB Partners GP3, L.P. The general partner of TB Partners GP3, L.P. is TB Partners GP Limited. TB Alternative is affiliated with TB Partners GP Limited.
2 Percentage ownership reported based on 184,157,097 ordinary shares represented by the Issuer as outstanding as of December 31, 2012, which includes 123,472,524 Class A ordinary shares and 60,684,573 Class B ordinary shares.
SCHEDULE 13G
CUSIP No. 74734M109 | Page 3 of 10 Pages |
(1) |
Names of reporting persons/I.R.S. identification nos. of above persons (entities only)
TB Partners GP3, L.P. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (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
9,898,167 3 | ||||
(6) | Shared voting power
0 | |||||
(7) | Sole dispositive power
9,898,167 3 | |||||
(8) | Shared dispositive power
0 | |||||
(9) |
Aggregate amount beneficially owned by each reporting person
9,898,167 3 | |||||
(10) | Check if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
(11) | Percent of class represented by amount in Row (9)
5.4%4 | |||||
(12) | Type of reporting person (see instructions)
PN |
3 Includes (i) 5,220,978 American Depositary Shares (ADSs), each 2 representing 3 Class A ordinary shares held directly by Trustbridge Partners III, L.P. (TB III), and (ii) 1,224,466 ADSs managed by TB Alternative Assets Ltd. (TB Alternative) on behalf of the Trustees of Columbia University in the City of New York, and (iii) 153,334 ADSs managed by TB Alternative on behalf of the Ludwig Institute for Cancer Research Ltd. (LICR). TB III is a limited partnership whose general partner is TB Partners GP3, L.P. The general partner of TB Partners GP3, L.P. is TB Partners GP Limited. TB Alternative is affiliated with TB Partners GP Limited.
4 Percentage ownership reported based on 184,157,097 ordinary shares represented by the Issuer as outstanding as of December 31, 2012, which includes 123,472,524 Class A ordinary shares and 60,684,573 Class B ordinary shares.
SCHEDULE 13G
CUSIP No. 74734M109 | Page 4 of 10 Pages |
(1) |
Names of reporting persons/I.R.S. identification nos. of above persons (entities only)
TB Partners GP Limited | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (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
9,898,167 5 | ||||
(6) | Shared voting power
0 | |||||
(7) | Sole dispositive power
9,898,1675 | |||||
(8) | Shared dispositive power
0 | |||||
(9) |
Aggregate amount beneficially owned by each reporting person
9,898,167 5 | |||||
(10) | Check if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
(11) | Percent of class represented by amount in Row (9)
5.4% 6 | |||||
(12) | Type of reporting person (see instructions)
PN |
5 Includes (i) 5,220,978 American Depositary Shares (ADSs), each 2 representing 3 Class A ordinary shares held directly by Trustbridge Partners III, L.P. (TB III), and (ii) 1,224,466 ADSs managed by TB Alternative Assets Ltd. (TB Alternative) on behalf of the Trustees of Columbia University in the City of New York, and (iii) 153,334 ADSs managed by TB Alternative on behalf of the Ludwig Institute for Cancer Research Ltd. (LICR). TB III is a limited partnership whose general partner is TB Partners GP3, L.P. The general partner of TB Partners GP3, L.P. is TB Partners GP Limited. TB Alternative is affiliated with TB Partners GP Limited.
6 Percentage ownership reported based on 184,157,097 ordinary shares represented by the Issuer as outstanding as of December 31, 2012, which includes 123,472,524 Class A ordinary shares and 60,684,573 Class B ordinary shares.
SCHEDULE 13G
CUSIP No. 74734M109 | Page 5 of 10 Pages |
Item 1(a) | Name of Issuer: |
Qihoo 360 Technology Co. Ltd. (the Issuer)
Item 1(b) | Address of Issuers Principal Executive Offices: |
Block 1, Area D, Huitong Times Plaza, No. 71 Jianguo Road, Chaoyang District, Beijing 100025, Peoples Republic of China
Item 2(a) | Name of Person Filing: |
TB Partners GP Limited, which is the controlling person of TB Partners GP3, L.P., which is the controlling person of Trustbridge Partners III, L.P.
TB Alternative Assets Ltd., which is an affiliate of TB Partners GP Limited.
Item 2(b) | Address of Principal Business Office or, If None, Residence; Citizenship |
The address of the principal business office for each of TB Partners GP Limited, TB Partners GP3, L.P., Trustbridge Partners III, L.P., and TB Alternative Assets Ltd. is:
Units 2001-2004, 20/F, Agricultural Bank of China Tower, 50 Connaught Road Central, Central, Hong Kong
Item 2(c) | Citizenship |
Trustbridge Partners III, L.P - Cayman Islands
TB Partners GP3, L.P. - Cayman Islands
TB Partners GP Limited - Cayman Islands
TB Alternative Assets Ltd. - Cayman Islands
Item 2(d) | Title of Class of Securities: |
Ordinary shares, par value US$0.001
American Depositary Shares
Item 2(e) | CUSIP Number: |
74734M109
Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
SCHEDULE 13G
CUSIP No. 74734M109 | Page 6 of 10 Pages |
Item 4. | Ownership |
Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: | ||||||
Trustbridge Partners III, L.P. |
9,898,167 ordinary shares |
5.4% | 9,898,167 ordinary shares |
0 | 9,898,167 ordinary shares |
0 | ||||||
TB Partners GP3, L.P. |
9,898,167 ordinary shares |
5.4% | 9,898,167 ordinary shares |
0 | 9,898,167 ordinary shares |
0 | ||||||
TB Partners GP Limited |
9,898,167 ordinary shares |
5.4% | 9,898,167 ordinary shares |
0 | 9,898,167 ordinary shares |
0 | ||||||
TB Alterative Assets Ltd. |
9,898,167 ordinary shares |
5.4% | 9,898,167 ordinary shares |
0 | 9,898,167 ordinary shares |
0 |
The percentages of ownership set forth above are based on 184,157,097 ordinary shares represented by the Issuer as outstanding as of December 31, 2012, which includes 123,472,524 Class A ordinary shares and 60,684,573 Class B ordinary shares.
TB Partners GP Limited is the controlling person of TB Partners GP3, L.P., which is the controlling person of Trustbridge Partners III, L.P. TB Alternative Assets Ltd., which is an affiliate of TB Partners GP Limited.
Pursuant to Section 13(d) of the Act, each of TB Partners GP Limited, TB Partners GP3, L.P., and TB Alternative Assets Ltd. may be deemed the beneficial owner of the Class A ordinary shares of the Issuer held by Trustbridge Partners III, L.P. Pursuant to Rule 13d-4 of the Act, each of each of TB Partners GP Limited, TB Partners GP3, L.P., and TB Alternative Assets Ltd. disclaims beneficial ownership of the Class A ordinary shares held by Trustbridge Partners III, L.P. except to the extent of their pecuniary interests therein.
Pursuant to Section 13(d) of the Act, each of TB Partners GP Limited, TB Partners GP3, L.P., Trustbridge Partners III, L.P. and TB Alternative Assets Ltd. may be deemed the beneficial owner of the Class A ordinary shares of the Issuer managed by TB Alternative Assets Ltd. on behalf of the Trustees of Columbia University in the City of New York and the Ludwig Institute for Cancer Research Ltd. Pursuant to Rule 13d-4 of the Act, each of each of TB Partners GP Limited, TB Partners GP3, L.P., Trustbridge Partners III, L.P. and TB Alternative Assets Ltd. disclaims beneficial ownership of the Class A ordinary shares held by the Trustees of Columbia University in the City of New York except to the extent of their pecuniary interests therein.
Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
SCHEDULE 13G
CUSIP No. 74734M109 | Page 7 of 10 Pages |
Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
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.
SCHEDULE 13G
CUSIP No. 74734M109 | Page 8 of 10 Pages |
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. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.
Dated: February 7, 2013
TRUSTBRIDGE PARTNERS III, L.P. | ||
By: | /s/ Shujun Li | |
Name: | Shujun Li | |
Title: | Authorized Representative | |
TB PARTNERS GP3, L.P. | ||
By: | /s/ Shujun Li | |
Name: | Shujun Li | |
Title: | Authorized Representative | |
TB PARTNERS GP LIMITED | ||
By: | /s/ Shujun Li | |
Name: | Shujun Li | |
Title: | Authorized Representative | |
TB ALTERNATIVE ASSETS LTD. | ||
By: | /s/ Shujun Li | |
Name: | Shujun Li | |
Title: | Authorized Representative |
SCHEDULE 13G
CUSIP No. 74734M109 | Page 9 of 10 Pages |
LIST OF EXHIBITS
Exhibit No. |
Description | |
A | Joint Filing Agreement |
EXHIBIT A
Joint Filing Agreement
This Joint Filing Agreement (this Agreement) hereby confirms the agreement by and among all of the undersigned that the Schedule 13G to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of Ordinary Shares of Qihoo 360 Technology Co. Ltd. is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 7, 2013
TRUSTBRIDGE PARTNERS III, L.P. | ||
By: | /s/ Shujun Li | |
Name: | Shujun Li | |
Title: | Authorized Representative | |
TB PARTNERS GP3, L.P. | ||
By: | /s/ Shujun Li | |
Name: | Shujun Li | |
Title: | Authorized Representative | |
TB PARTNERS GP LIMITED | ||
By: | /s/ Shujun Li | |
Name: | Shujun Li | |
Title: | Authorized Representative | |
TB ALTERNATIVE ASSETS LTD. | ||
By: | /s/ Shujun Li | |
Name: | Shujun Li | |
Title: | Authorized Representative |