SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment 1)*

 

 

KongZhong Corporation

(Name of Issuer)

Ordinary Shares, par value $0.0000005 per share and

American Depositary Shares(1)

(Title of Class of Securities)

50047P104(2)

(CUSIP Number)

Wargaming.net LLP

Sterling House, Fulbourne Road, Walthamstow

London, E17 4EE, United Kingdom

Telephone: +44 203 1293634

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 21, 2014

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § §240.1 3d- l(e), 240.13d-l(f) or 240.13d- l(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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) Each American Depositary Share represents 40 ordinary shares.
(2) This CUSIP number applies to the Issuer’s American Depositary Shares.

 

 

 

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 40047P104  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

Wargaming.net LLP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC & OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

United Kingdom

Number of Shares Beneficially by Owned by Each Reporting Person
With

 

      7.    

Sole Voting Power

 

160,000,000

     8.   

Shared Voting Power

 

-0-

     9.   

Sole Dispositive Power

 

160,000,000

   10.   

Shared Dispositive Power

 

-0-

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

8.686%*

14.  

Type of Reporting Person (See Instructions)

 

CO

 

* Percentage calculated based on 1,842,073,063 Ordinary Shares, par value $0.0000005 per share, outstanding as of October 21, 2014 as reported by the Issuer to the Reporting Person.

 

2

Item 1. Security and Issuer

This Amendment No. 1 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2012 (the “Original Schedule 13D”) by the Reporting Person. The securities to which this statement on Schedule 13D/A (this “Amendment”) relates are Ordinary Shares (and their equivalent ADSs) and warrants to purchase Ordinary Shares (and their equivalent ADSs) of KongZhong Corporation, incorporated under the laws of the Cayman Islands (the “Issuer”), with its principal executive office at 35th Floor, Tengda Plaza, No. 168 Xizhimenwai Street, Beijing, China 100044. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.

Item 2. Identity and Background

(a) This Amendment is filed by Wargaming.net LLP. Wargaming.net LLP is a United Kingdom limited liability partnership. The managing members of Wargaming.net LLP are Ockster Financial Corporation, a British Virgin Islands corporation, and Kloyster Systems Corp., a British Virgin Islands corporation. Each of the managing members disclaims beneficial ownership of the outstanding Ordinary shares, and the warrants and the underlying Ordinary Shares, except to the extent of its pecuniary interest. Each of the foregoing is also referred to herein as a “Reporting Person”.

(b) The business address of Wargaming.net LLP is Sterling House, Fulbourne Road, Walthamstow, London, E17 4EE, United Kingdom.

(c) The principal place of business of Wargaming.net LLP is Sterling House, Fulbourne Road, Walthamstow, London, E17 4EE, United Kingdom.

(d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding.

(e) During the past five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, where, as a result of such proceeding the Reporting Person is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or any finding of any violation with respect to such laws.

(f) Wargaming.net LLP is a citizen of the United Kingdom. Each of the other Reporting Persons is a resident of the British Virgin Islands.

Item 3. Source and Amount of Funds or Other Consideration

The ownership of Wargaming.net LLP reported in the Original Schedule 13D is hereby amended as follows:

Wargaming.net LLP holds an aggregate of 160,000,000 Ordinary Shares acquired upon the exercise of certain warrants. On October 21, 2014, Wargaming.net LLP exercised warrants to purchase 40,000,000 Ordinary Shares at an exercise price per share of $0.1485 for an aggregate purchase price of $5,940,000. Wargaming.net LLP has used working capital funds to exercise the warrants.

Wargaming.net LLP currently holds warrants to purchase up to an additional aggregate of 40,000,000 Ordinary Shares. The outstanding warrants have a duration ranging from one to six years, and the exercise of the warrants is subject to various conditions set forth in certain licensing agreements between the Issuer and Wargaming.net LLP.

Item 4. Purpose of the Transaction

All of the Ordinary Shares to which this Amendment relates were purchased by Wargaming.net LLP for investment purposes only and were not intended to, and did not, affect any change in the control of the Issuer. The warrants were acquired in connection with a strategic business relationship between the Issuer and Wargaming.net LLP. The warrants were acquired for investment purposes only and were not intended to, and did not affect any change in the control of the Issuer.

Item 5. Interest in Securities of the Issuer

(a) Wargaming.net LLP beneficially owns 160,000,000 Ordinary Shares representing 8.686% of the Issuer’s outstanding Ordinary Shares as of October 21, 2014. Wargaming.net LLP has the sole power to vote, direct the vote, dispose and direct the disposition of such Ordinary Shares (and the equivalent ADSs). Wargaming.net LLP also holds warrants which are exercisable for the purchase of an additional 40,000,000 Ordinary Shares (the equivalent of 1,000,000 ADSs).

(b) There is no shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition, of any shares of Ordinary Shares referenced in paragraph 5(a).

(c) Except as reported herein, Wargaming.net LLP has not engaged in any transactions in the Ordinary Shares of the Issuer during the past 60 days.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares covered by this Amendment.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer

Wargaming.net LLP has the sole voting and dispositive power over the securities.

Item 7. Material to be Filed as Exhibits

None

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: October 27, 2014

 

Wargaming.net LLP
By  

Victor Kislyi

  Victor Kislyi
Title   Chief Executive Officer