SC 13G 1 d680078dsc13g.htm SCHEDULE 13G Schedule 13G
CUSIP No.    86737M 100

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

 

 

SUNGY MOBILE LIMITED

(Name of Issuer)

Class A ordinary shares par value $0.0001 per share, represented by American Depositary Shares;

each American Depositary Share represents six Class A ordinary shares

(Title of Class of Securities)

86737M 100

(CUSIP Number)

December 31, 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:

¨ Rule 13d-1(b)

¨ 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 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 (“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.   86737M 100

 

  1   

Names of reporting persons

 

Yuqiang Deng

  2  

Check the appropriate box if a member of a group

(a)  ¨        

(b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    People’s Republic of China

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    45,909,710 ordinary shares (1)

   6   

Shared voting power

 

    0

   7   

Sole dispositive power

 

    45,909,710 ordinary shares (1)

   8   

Shared dispositive power

 

    0

  9  

Aggregate amount beneficially owned by each reporting person

 

    38,895,676 Class B ordinary shares and 7,014,034 Class A ordinary shares(1)

10  

Check if the aggregate amount in Row (9) excludes certain shares

¨

 

11  

Percent of class represented by amount in Row (9)

 

    22.1% (2)

12  

Type of reporting person

 

    IN

 

(1) Represent 38,895,676 Class B ordinary shares held by Freedom First Holdings Limited, a British Virgin Islands company wholly owned and controlled by Mr. Yuqiang Deng and 7,014,034 Class A ordinary shares issuable to Mr. Deng upon his exercise of share purchase rights. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder at any time. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
(2) Based on 200,430,858 Class A ordinary shares outstanding as of December 31, 2013 and assuming all Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares.

CUSIP No.   86737M 100

 

  1   

Names of reporting persons

 

Freedom First Holdings Limited

  2  

Check the appropriate box if a member of a group

(a)  ¨        

(b)  ¨

 

  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

 

    38,895,676 ordinary shares(1)

   6   

Shared voting power

 

    0

   7   

Sole dispositive power

 

    38,895,676 ordinary shares(1)

   8   

Shared dispositive power

 

    0

  9  

Aggregate amount beneficially owned by each reporting person

 

    38,895,676 Class B ordinary shares(1)

10  

Check if the aggregate amount in Row (9) excludes certain shares

¨

 

11  

Percent of class represented by amount in Row (9)

 

    19.4% (2)

12  

Type of reporting person

 

    CO

 

(1) Represent 38,895,676 Class B ordinary shares held by the reporting person. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder at any time.
(2) Based on 200,430,858 Class A ordinary shares outstanding as of December 31, 2013 and assuming all Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares.

CUSIP No.   86737M 100

 

ITEM 1(a). NAME OF ISSUER:

Sungy Mobile Limited (the “Issuer”)

 

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

Floor 17, Tower A, China International Center

No. 33 Zhongshan 3rd Road

Yuexiu District

Guangzhou 510055

The People’s Republic of China

 

ITEM 2(a). NAME OF PERSON FILING:

 

  (i) Yuqiang Deng

 

  (ii) Freedom First Holdings Limited (the “Record Holder”)

 

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

Yuqiang Deng

c/o Sungy Mobile Limited

Floor 17, Tower A, China International Center

No. 33 Zhongshan 3rd Road

Yuexiu District

Guangzhou 510055

The People’s Republic of China

Freedom First Holdings Limited

c/o Sungy Mobile Limited

Floor 17, Tower A, China International Center

No. 33 Zhongshan 3rd Road

Yuexiu District

Guangzhou 510055

The People’s Republic of China

 

ITEM 2(c). CITIZENSHIP:

 

  (i) Mr. Yuqiang Deng—People’ s Republic of China.

 

  (ii) Freedom First Holdings Limited—British Virgin Islands.

 

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

Class A ordinary shares. Each Class B ordinary share held by each reporting person is convertible into one Class A ordinary share at the option of the holder at any time.

 

ITEM 2(e). CUSIP NO.:

86737M 100

CUSIP No.   86737M 100

 

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:

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.

The following information with respect to the ownership of the ordinary shares of the Issuer by the reporting persons is provided as of December 31, 2013. The table below is prepared based on the Issuer having a total of 58,995,186 shares of Class A ordinary shares and 141,435,672 shares of Class B ordinary shares outstanding as of December 31, 2013.

CUSIP No.   86737M 100

 

Reporting Person: Yuqiang Deng

    Class A
Ordinary
shares		     Class B
Ordinary
shares		     Total
Ordinary
shares on an
As-converted
Basis		     Percentage
of Aggregate
Voting
Power(4)		  

(a) Amount beneficially owned:

      45,909,710 (1)      38,895,676 (2)      45,909,710 (1)      —     

(b) Percent of class:

      43.8 %(3)      27.5 %      22.1 %(4)      26.8 %(5) 

(c) Number of shares as to which the person has:

         

(i) Sole power to vote or to direct the vote

      45,909,710 (1)      38,895,676 (2)      45,909,710 (1)      —     

(ii) Shared power to vote or to direct the vote

      0        0        0        —     

(iii) Sole power to dispose or to direct the disposition of

      45,909,710 (1)      38,895,676 (2)      45,909,710 (1)      —     

(iv) Shared power to dispose or to direct the disposition of

      0        0        0        —     

Notes:

Freedom First Holdings Limited, a British Virgin Islands company, is the record owner (the “Record Holder”) of 38,895,676 Class B ordinary shares of the Issuer. Yuqiang Deng is the sole owner and director of the Record Holder. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Yuqiang Deng may be deemed to beneficially own all of the shares held by the Record Holder.

 

(1) Represents (a) 38,895,676 Class B ordinary shares held by the Record Holder that are convertible into 38,895,676 Class A ordinary shares at any time at the option of the Record Holder and (b) 7,014,034 Class A ordinary shares issuable to Mr. Deng upon his exercise of share purchase rights. Pursuant to Rule 13d-3(d)(1), all shares of Class B ordinary shares (which are convertible into shares of Class A ordinary shares) held by the Record Holder shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A ordinary shares beneficially owned by the reporting person and (ii) calculating the percentages of the Class A ordinary shares owned by such person. Consequently, all Class A ordinary shares amounts and percentages are inclusive of the Class B ordinary shares amounts and percentages set forth herein.
(2) Represents 38,895,676 Class B ordinary shares held by the Record Holder.
(3) To derive this percentage, (x) the numerator is 38,895,676, being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the Record Holder and 7,014,034 Class A ordinary shares issuable to Mr. Deng upon his exercise of share purchase rights, and (y) the denominator is the sum of (i) 58,995,186, being the numbers of the Issuer’s total Class A ordinary shares outstanding at December 31, 2013, (ii) 38,895,676, being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the and (iii) 7,014,034 Class A ordinary shares issuable to Mr. Deng upon his exercise of share purchase rights.
(4) To derive this percentage, (x) the numerator is 38,895,676, being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the Record Holder and 7,014,034 Class A ordinary shares issuable to Mr. Deng upon his exercise of share purchase rights, and (y) the denominator is the sum of (i) 58,995,186, being the numbers of the Issuer’s total Class A ordinary shares outstanding at December 31, 2013, (ii) 141,435,672, being the number of the Issuer’s total Class B ordinary shares outstanding at December 31, 2013 that are convertible into the same number of Class A ordinary shares and (iii) 7,014,034 Class A ordinary shares issuable to Mr. Deng upon his exercise of share purchase rights.
(5) Percentage of aggregate voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares of the Issuer’s Class A and Class B ordinary shares. Each holder of the Issuer’s Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of the Issuer’s Class B ordinary shares is entitled to ten votes per Class B ordinary share.

CUSIP No.   86737M 100

 

Reporting Person: Freedom First Holdings Limited

    Class A
Ordinary
shares		     Class B
Ordinary
shares		     Total
Ordinary
shares on an
As-converted
Basis		     Percentage
of Aggregate
Voting
Power(4)		  

(a) Amount beneficially owned:

      38,895,676 (1)      38,895,676 (1)      38,895,676 (1)      —     

(b) Percent of class:

      39.7 %(2)      27.5 %      19.4 %(3)      26.4 %(4) 

(c) Number of shares as to which the person has:

         

(i) Sole power to vote or to direct the vote

      38,895,676 (1)      38,895,676 (1)      38,895,676 (1)      —     

(ii) Shared power to vote or to direct the vote

      0        0        0        —     

(iii) Sole power to dispose or to direct the disposition of

      38,895,676 (1)      38,895,676 (1)      38,895,676 (1)      —     

(iv) Shared power to dispose or to direct the disposition of

      0        0        0        —     

Notes:

The reporting person is the record owner of 38,895,676 Class B ordinary shares of the Issuer.

 

(1) Represents 38,895,676 Class B ordinary shares held by the reporting person that are convertible into 38,895,676 Class A ordinary shares at any time at the option of the reporting person. Pursuant to Rule 13d-3(d)(1), all shares of Class B ordinary shares (which are convertible into shares of Class A ordinary shares) held by the reporting person shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A ordinary shares beneficially owned by the reporting person and (ii) calculating the percentages of the Class A ordinary shares owned by such person. Consequently, all Class A ordinary shares amounts and percentages are inclusive of the Class B ordinary shares amounts and percentages set forth herein.
(2) To derive this percentage, (x) the numerator is 38,895,676, being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the reporting person, and (y) the denominator is the sum of (i) 58,995,186, being the numbers of the Issuer’s total Class A ordinary shares outstanding at December 31, 2013 and (ii) 38,895,676, being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the reporting person.
(3) To derive this percentage, (x) the numerator is 38,895,676, being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the reporting person, and (y) the denominator is the sum of (i) 58,995,186, being the numbers of the Issuer’s total Class A ordinary shares outstanding at December 31, 2013 and (ii) 141,435,672, being the number of the Issuer’s total Class B ordinary shares outstanding at December 31, 2013 that are convertible into the same number of Class A ordinary shares.
(4) Percentage of aggregate voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares of the Issuer’s Class A and Class B ordinary shares. Each holder of the Issuer’s Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of the Issuer’s Class B ordinary shares is entitled to ten votes per Class B ordinary share.

CUSIP No.   86737M 100

 

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

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE 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

Not applicable

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.

Dated: February 14, 2014

 

Yuqiang Deng      
   

/s/ Yuqiang Deng

    Yuqiang Deng
Freedom First Holdings Limited      
    By:  

/s/ Yuqiang Deng

    Name:   Yuqiang Deng
    Title:   Director

LIST OF EXHIBITS

 

Exhibit
No.

   

Description

99.1    Joint Filing Agreement

 

10