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o
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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þ
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Rule
13d-1(d)
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CUSIP
No.
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50047P104
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1
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Names
of Reporting Persons.
Nick
Ning YANG
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||
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2
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Check
the Appropriate Box if a Member of a
Group (a)
G
(See
Instructions) N/A (b)
G
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization: United States of America
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Number
Of Shares Beneficially Owned By
Each
Reporting
Person
With:
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5
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Sole
Voting Power 188,466,160
|
|
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6
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Shared
Voting Power N/A
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||
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7
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Sole
Dispositive Power 188,466,160
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||
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8
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Shared
Dispositive Power N/A
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||
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9
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Aggregate
Amount Beneficially Owned by Each Reporting
Person 188,466,160
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||
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10
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Check
if the Aggregate Amount in Row (9)
Excludes G
Certain
Shares (See
Instructions) N/A
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||
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11
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Percent
of Class Represented by Amount in Row
(9) 12.5%
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12
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Type
of Reporting Person (See
Instructions) IN
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Item
1.
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(a)
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Name
of Issuer: KongZhong Corporation
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(b)
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Address
of Issuer’s Principal Executive Offices: 35th Floor, Tengda
Plaza, No. 168 Xizhimenwai Street, Haidian District, Beijing, 100044,
China
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Item
2.
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(a)
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Name
of Person Filing: Nick Ning YANG
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(b)
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Address
of Principal Business Office or, if None, Residence: 35th Floor, Tengda
Plaza, No. 168 Xizhimenwai Street, Haidian District, Beijing, 100044,
China
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(c)
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Citizenship:
United States of America
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(d)
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Title
of Class of Securities: Ordinary shares
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(e)
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CUSIP
Number:
50047P104
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Item
3.
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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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(a)
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□
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
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(b)
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□
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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□
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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□
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
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(e)
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□
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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□
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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□
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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□
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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□
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3);
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(j)
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□
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A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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□
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
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Item
4.
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Ownership.
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(a)
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Amount
beneficially owned: 188,466,160
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(b)
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Percent
of class: 12.5%**
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(c)
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Number
of shares as to which the person has:
|
|
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(i)
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Sole
power to vote or to direct the vote: 188,466,160
|
|
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(ii)
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Shared
power to vote or to direct the vote: N/A
|
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(iii)
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Sole
power to dispose or to direct the disposition of:
188,466,160
|
|
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(iv)
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Shared
power to dispose or to direct the disposition of:
N/A
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**
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The
percentage used herein is calculated based upon the 1,510,906,573 ordinary
shares of the Issuer issued and outstanding as of February 11, 2011 (based
on information provided by the Issuer to the Reporting Person on February
11, 2011).
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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|
Item
8.
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Identification
and Classification of Members of the
Group.
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Item
9.
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Notice
of Dissolution of Group.
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Item
10.
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Certifications.
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February
11, 2011
(Date)
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/s/
Nick Yang
(Signature)
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Nick
Yang
(Name
and Title)
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