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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934 *
Weibo Corporation
(Name of Issuer)
Class A Ordinary Shares, par value US$0.00025 per share
(Title of Class of Securities)
948596101(1)
(CUSIP Number)
December 31, 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) |
o |
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 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).
(1) This CUSIP number applies to the Issuers American Depositary Shares, each representing one Class A Ordinary Share.
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) The Reporting Persons are deemed to beneficially own 64,127,086 Class A Ordinary Shares based on beneficial ownership of 58,127,086 Class A Ordinary Shares and 6,000,000 American depositary shares (the ADSs), representing 6,000,000 Class A Ordinary Shares. The percentage is based on the aggregate number of Class A Ordinary Shares and Class B Ordinary Shares issued and outstanding as of December 31, 2014, as provided by the Issuer.
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) The Reporting Persons are deemed to beneficially own 64,127,086 Class A Ordinary Shares based on beneficial ownership of 58,127,086 Class A Ordinary Shares and 6,000,000 American depositary shares (the ADSs), representing 6,000,000 Class A Ordinary Shares. The percentage is based on the aggregate number of Class A Ordinary Shares and Class B Ordinary Shares issued and outstanding as of December 31, 2014, as provided by the Issuer.
Item 1. | ||||||
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(a) |
Name of Issuer | ||||
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(b) |
Address of Issuers Principal Executive Offices No .6 Caihefang Road Haidian District, Beijing 100080 Peoples Republic of China | ||||
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Item 2. | ||||||
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(a) |
Name of Person Filing
1 Alibaba Group Holding Limited 2 Ali WB Investment Holding Limited | ||||
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(b) |
Address of the Principal Office or, if none, Residence
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Alibaba Group Holding Limited |
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c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. | |
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Ali WB Investment Holding Limited |
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Fourth Floor, One Capital Place, P.O. Box 847, Grand Cayman, KY1-1103, Cayman Islands. | |
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(c) |
Citizenship | ||||
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1 |
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Alibaba Group Holding Limited |
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Cayman Islands | |
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2 |
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Ali WB Investment Holding Limited |
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Cayman Islands | |
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(d) |
Title of Class of Securities | ||||
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(e) |
CUSIP Number | ||||
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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: | |||||
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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. |
Reporting Person(1) |
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Amount |
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Percent |
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Sole power |
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Shared |
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Sole power to |
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Shared power |
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Alibaba Group Holding Limited |
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64,127,086 |
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73.2 |
% |
64,127,086 |
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0 |
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64,127,086 |
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0 |
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Ali WB Investment Holding Limited |
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64,127,086 |
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73.2 |
% |
64,127,086 |
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0 |
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64,127,086 |
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0 |
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(1) Ali WB Investment Holding Limited is the record holder of 64,127,086 Class A Ordinary Shares of the Issuer based on beneficial ownership of 58,127,086 Class A Ordinary Shares and 6,000,000 American depositary shares, representing 6,000,000 Class A Ordinary Shares. Ali WB Investment Holding Limited is wholly owned by Alibaba Group Holding Limited. Alibaba Group Holding Limited has voting and investment power with respect to these Class A Ordinary Shares or ADSs representing the Class A Ordinary Shares.
(2) Represent 73.2% of Class A Ordinary Shares (or 31.5% of the total ordinary shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares). The percentage is based on the aggregate number of Class A Ordinary Shares and Class B Ordinary Shares issued and outstanding as of December 31, 2014, as provided by the Issuer.
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Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable | |
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Item 8. |
Identification and Classification of Members of the Group. |
Not applicable | |
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Item 9. |
Notice of Dissolution of Group. |
Not applicable | |
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Item 10. |
Certification. |
Not applicable |
SIGNATURES
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 13, 2015
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Alibaba Group Holding Limited | |
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/s/ Timothy A. Steinert | |
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Name: |
Timothy A. Steinert |
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Title: |
General Counsel and Secretary |
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Ali WB Investment Holding Limited | |
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/s/ Timothy A. Steinert | |
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Name: |
Timothy A. Steinert |
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Title: |
Director |
EXHIBIT 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares, par value US$0.00025 per share, of Weibo Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2015.
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Alibaba Group Holding Limited | |
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/s/ Timothy A. Steinert | |
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Name: |
Timothy A. Steinert |
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Title: |
General Counsel and Secretary |
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Ali WB Investment Holding Limited | |
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/s/ Timothy A. Steinert | |
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Name: |
Timothy A. Steinert |
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Title: |
Director |