0001104659-15-010381.txt : 20150213 0001104659-15-010381.hdr.sgml : 20150213 20150213161531 ACCESSION NUMBER: 0001104659-15-010381 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEIBO Corp CENTRAL INDEX KEY: 0001595761 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88664 FILM NUMBER: 15614721 BUSINESS ADDRESS: STREET 1: 7/F, SHUOHUANG DEVELOPMENT PLAZA STREET 2: NO.6 CAIHEFANG ROAD, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100080 BUSINESS PHONE: 86 10 6061-8000 MAIL ADDRESS: STREET 1: 7/F, SHUOHUANG DEVELOPMENT PLAZA STREET 2: NO.6 CAIHEFANG ROAD, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINA CORP CENTRAL INDEX KEY: 0001094005 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522236363 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1313 GENEVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085480000 MAIL ADDRESS: STREET 1: 1313 GENEVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: SINA COM DATE OF NAME CHANGE: 19990827 SC 13G 1 a15-4554_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c) and (d) and

Under the Securities Exchange Act of 1934

Weibo Corporation

(Name of Issuer)

Class A ordinary shares, $0.00025 par value per share

(Title of Class of Securities)

948596 101

(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).

 


 

CUSIP No. G81477104

13G

 

 

1

Name of Reporting Person
SINA Corporation

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
116,009,222(1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
116,009,222(1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
116,009,222(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
57.0%(1)(2)

 

 

12

Type of Reporting Person
CO

 

(1) Represents 116,009,222 Class B ordinary shares held by SINA Corporation, a Cayman Islands company listed on the NASDAQ Global Select Market, that are convertible into 116,009,222 Class A ordinary shares. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to three votes per share, whereas each Class A ordinary share is entitled to one vote per share.

 

(2) Based on 87,648,811 Class A ordinary shares outstanding as of December 31, 2014 and assuming all Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares.

 

2


 

CUSIP No. G81477104

13G

 

 

Item 1(a).

Name of Issuer:
Weibo Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:
7/F, Shuohuang Development Plaza,

No. 6 Caihefang Road, Haidian District

Beijing, 100080

People’s Republic of China

 

Item 2(a).

Name of Person Filing:
SINA Corporation

Item 2(b).

Address of Principal Business Office or, if none, Residence:
37F, Jin Mao Tower

88 Century Boulevard, Pudong

Shanghai 200121

People’s Republic of China

Item 2(c)

Citizenship:
Cayman Islands

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, $0.00025 par value per share

 

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each Class B ordinary share is entitled to three votes per share, whereas each Class A ordinary share is entitled to one vote per share.

Item 2(e).

CUSIP Number:
948596 101

 

This CUSIP number applies to the American Depositary Shares of the Issuer, each representing one Class A ordinary share of the Issuer, par value $0.00025 per share. No CUSIP has been assigned to the ordinary shares.

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

 

 

Not applicable

 

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CUSIP No. G81477104

13G

 

 

Item 4.

Ownership:

 

The following information with respect to the ownership of the ordinary shares of the issuer by the reporting person is provided as of December 31, 2014. The table below is prepared based on 87,648,811 Class A ordinary shares and 116,009,222 Class B ordinary shares outstanding as of December 31, 2014.

 

Reporting Person: SINA Corporation

 

Class A
ordinary
shares

 

Class B
ordinary
shares

 

Total ordinary
shares on an as-
converted basis

 

Percentage of
Aggregate
Voting Power

 

(a) Amount beneficially owned

 

116,009,222

(1)

116,009,222

 

116,009,222

(1)

—

 

(b) Percent of class:

 

57.0

%(1)(2)

100.0

%(3)

57.0

%(4)

79.9

%(5)

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

 

 

 

 

 

 

 

 

 

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

 

116,009,222

(1)

116,009,222

(1)

116,009,222

(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

 

116,009,222

(1)

116,009,222

(1)

116,009,222

(1)

—

 

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

 

0

 

0

 

0

 

—

 

 

Notes:

 

(1)        Represents 116,009,222 Class B ordinary shares held by the reporting person that are convertible into 116,009,222 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.

 

(2)         To derive this percentage, (x) the numerator is 116,009,222, being 116,009,222 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) 87,648,811, being the numbers of the Company’s total Class A ordinary shares outstanding as of December 31, 2014 and (ii) 116,009,222, being the number of Class A ordinary shares that the reporting person has the rights to acquire upon conversion of the same number of Class B ordinary shares held by the reporting person.

 

(3)         To derive this percentage, (x) the numerator is 116,009,222, being the number of Class B ordinary shares held by the reporting person, and (y) the denominator is 116,009,222, being the number of the Company’s total Class B ordinary shares outstanding as of December 31, 2014.

 

(4)         To derive this percentage, (x) the numerator is 116,009,222, being 116,009,222 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) 87,648,811, being the number of the Company’s total Class A ordinary shares outstanding as of December 31, 2014 and (ii) 116,009,222, being the number of the Company’s total Class B ordinary shares outstanding as of December 31, 2014 that are convertible into the same number of Class A ordinary shares.

 

(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 our Class A and Class B ordinary shares. Each holder of our Class A ordinary shares is entitled to one vote per share. Each holder of our Class B ordinary shares is entitled to three votes per share.

 

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

 

4


 

 

CUSIP No. G81477104

13G

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable

 

5


 

CUSIP No. G81477104

13G

 

 

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 13, 2015

 

 

 

 

 

 

 

 

SINA Corporation

By:

/s/ Herman Yu

 

Name:

Herman Yu

 

Title:

Chief Financial Officer

 

6