UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
NQ Mobile Inc.
(Name of Issuer)
American Depositary Shares each representing five Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
64118U108
(CUSIP Number)
Patricia Wong, One Maritime Plaza, Suite 1545, San Francisco, CA 94111, 415-733-9749
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 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:
R Rule
13d-1(b)
¨ 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).
| CUSIP No. 64118U108 | 13G | Page 2 of 5 Pages | ||
| 1. |
NAMES OF REPORTING PERSONS
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 7,591,695 (See Item 4) | ||
| 6. | SHARED VOTING POWER -0- | |||
| 7. | SOLE DISPOSITIVE POWER 7,591,695 (See Item 4) | |||
| 8. | SHARED DISPOSITIVE POWER -0- |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,591,695 (See Item 4) |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) IA |
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| CUSIP No. 64118U108 | 13G | Page 3 of 5 Pages | ||
Item 1.
| (a) | Name of Issuer: NQ Mobile Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices: Dongcheng District, Beijing 100013 The People’s Republic of China | |
Item 2.
| (a) | Name of Person Filing: Toro Investment Partners, LP (“Toro LP”) | |
| (b) | Address of the Principal Office or, if none, residence: The address of the principal business of Toro LP is One Maritime Plaza, Suite 1545, San Francisco, CA 94111. | |
| (c) | Citizenship: Toro LP is a limited partnership organized under the laws of the State of Delaware. | |
| (d) | Title of Class of Securities: American Depository Shares each representing five Class A Ordinary Shares, par value $0.0001 per Ordinary Shares (the “Securities”). | |
| (e) | CUSIP Number 64118U108 | |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | R | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Item 4. Ownership:
All ownership percentages of the securities reported herein are based upon 151,833,654 Class A Ordinary Shares, including American Depositary Shares, as disclosed in the Issuer’s Form 20-F for the fiscal year ended December 31, 2012, filed by the Issuer with the Securities and Exchange Commission on April 19, 2013.
| CUSIP No. 64118U108 | 13G | Page 4 of 5 Pages | ||
The ownership of Toro LP is presented below:
| (a) | Amount beneficially owned: 7,591,695 | |||
| (b) | Percent of class: 5.0% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote 7,591,695 | |||
| (ii) | Shared power to vote or to direct the vote 0. | |||
| (iii) | Sole power to dispose or to direct the disposition of 7,591,695 | |||
| (iv) | Shared power to dispose or to direct the disposition of 0. | |||
Item 5. Ownership 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 five percent of the class of securities, check the following ¨.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Toro Global Investments Master Fund, LP has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities.
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:
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. | ||||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | |||
| 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. | ||||
| CUSIP No. 64118U108 | 13G | Page 5 of 5 Pages | ||
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.
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November 8, 2013 Date |
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/s/ Patricia Wong Signature |
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Patricia Wong/Director of Operations Name/Title
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