0001193125-18-028218.txt : 20180201 0001193125-18-028218.hdr.sgml : 20180201 20180201060933 ACCESSION NUMBER: 0001193125-18-028218 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180201 DATE AS OF CHANGE: 20180201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sea Ltd CENTRAL INDEX KEY: 0001703399 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90156 FILM NUMBER: 18564576 BUSINESS ADDRESS: STREET 1: C/O 1 FUSIONOPOLIS PLACE STREET 2: # 17-10, GALAXIS CITY: SINGAPORE STATE: U0 ZIP: 138522 BUSINESS PHONE: 6562708100 MAIL ADDRESS: STREET 1: C/O 1 FUSIONOPOLIS PLACE STREET 2: # 17-10, GALAXIS CITY: SINGAPORE STATE: U0 ZIP: 138522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ye Gang CENTRAL INDEX KEY: 0001729171 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O 1 FUSIONOPOLIS PLACE STREET 2: #17-10, GALAXIS CITY: SINGAPORE STATE: U0 ZIP: 138522 SC 13G 1 d468986dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Sea Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0005 per share

(Title of Class of Securities)

81141R 100**

(CUSIP Number)

December 31, 2017

(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)

☒ 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.

 

** This CUSIP number applies to the Issuer’s American depositary share, each representing one Class A ordinary share of the Issuer.

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).

(Continued on following pages)

 

 

 

CUSIP NO.:        81141R 100  

 

  (1)   

NAME OF REPORTING PERSONS

 

Gang Ye (“Mr. Ye”)

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  (3)  

SEC USE ONLY

 

  (4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    (5)    

SOLE VOTING POWER

 

26,048,497 Class A ordinary shares1

   (6)   

SHARED VOTING POWER

 

0

   (7)   

SOLE DISPOSITIVE POWER

 

26,048,497 Class A ordinary shares

   (8)   

SHARED DISPOSITIVE POWER

 

0

  (9)   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,048,497 Class A ordinary shares

(10)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

(11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.8%2

(12)  

TYPE OF REPORTING PERSON*

 

IN

 

1. Includes a portion of Class A Ordinary Shares which Mr. Ye has appointed Mr. Forrest Xiaodong Li, the chairman and group chief executive officer of the Issuer, as his irrevocable proxy to exercise voting power.

 

2. As a percentage of 334,966,213 ordinary shares of par value US$0.0005 per share (“Shares”), which included all the Class A ordinary shares of par value US$0.0005 per share (“Class A Ordinary Share”) and the Class B ordinary shares of par value US$0.0005 per share (“Class B Ordinary Share”), of the Issuer issued and outstanding as of December 31, 2017. Each Class A Ordinary Share is entitled to one vote per share, and each Class B Ordinary Share is entitled to three votes per share. Accordingly, and based on the foregoing, the Shares beneficially owned by Mr. Ye represent approximately 4.1% of the aggregate voting power of the total issued and outstanding Shares, which included a portion of Class A Ordinary Shares which Mr. Ye has appointed Mr. Forrest Xiaodong Li, the chairman and group chief executive officer of the Issuer, as his irrevocable proxy to vote.

 

1

Item 1(a). Name of Issuer:

Sea Limited

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522

 

Item 2(a). Name of Person Filing:

Gang Ye

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

c/o Sea Limited, 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522

 

Item 2(c). Citizenship or Place of Organization:

Singapore

 

Item 2(d). Title of Class of Securities:

Class A ordinary shares of par value US$0.0005 per share

 

Item 2(e). CUSIP Number:

81141R 100*

*This CUSIP number applies to the Issuer’s American depositary share, each representing one Class A ordinary share of the Issuer.

 

Item 3. Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

Not Applicable.

 

Item 4. Ownership:

 

                 Number of shares as to which such person has:  

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		  

Gang Ye

      26,048,497 (1)      7.8 %(2)      26,048,497 (3)      0        26,048,497        0  

 

(1) Represents (i) 25,701,806 Class A Ordinary Shares held by Mr. Ye, and (ii) 346,691 Class A Ordinary Shares issuable upon exercise of options held by Mr. Ye within 60 days from December 31, 2017.

 

(2) As a percentage of 334,966,213 Shares, which included all the Class A Ordinary Shares and the Class B Ordinary Shares, of the Issuer issued and outstanding as of December 31, 2017. Each Class A Ordinary Share is entitled to one vote per share, and each Class B Ordinary Share is entitled to three votes per share. Accordingly, and based on the foregoing, the Shares beneficially owned by Mr. Ye represent approximately 4.1% of the aggregate voting power of the total issued and outstanding Shares.

 

2

(3) Includes a portion of Class A Ordinary Shares which Mr. Ye has appointed Mr. Forrest Xiaodong Li, the chairman and group chief executive officer of the Issuer, as his irrevocable proxy to exercise voting power.

 

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.

 

3

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 1, 2018

 

Gang Ye  

/s/ Gang Ye

  

[Signature Page to Schedule 13G]