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
Amendments thereto filed pursuant to §204.13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

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, 2016

(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

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
108,921,106(1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
108,921,106(1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
108,921,106(1)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
49.9%(1)(2)

 

 

12

Type of Reporting Person
CO

 

(1)         Represents 108,921,106 Class B ordinary shares held by SINA Corporation, a Cayman Islands company listed on the NASDAQ Global Select Market, that are convertible into 108,921,106 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 218,076,207 Class A ordinary shares outstanding as of December 31, 2016 and assuming all Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares.

 

2


 

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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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, 2016. The table below is prepared based on 109,155,101 Class A ordinary shares and 108,921,106 Class B ordinary shares outstanding as of December 31, 2016.

 

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

 

108,921,106

(1)

108,921,106

 

108,921,106

(1)

—

 

(b) Percent of class:

 

49.9

%(1)(2)

100.0

%(3)

49.9

%(4)

75.0

%(5)

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

 

 

 

 

 

 

 

 

 

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

 

108,921,106

(1)

108,921,106

(1)

108,921,106

(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

 

108,921,106

(1)

108,921,106

(1)

108,921,106

(1)

—

 

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

 

0

 

0

 

0

 

—

 

 

Notes:

(1)         Represents 108,921,106 Class B ordinary shares held by the reporting person that are convertible into 108,921,106 Class A ordinary shares at any time at the option of the reporting person. Pursuant to Rule13d-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 108,921,106, being 108,921,106 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) 109,155,101, being the numbers of the Company’s total Class A ordinary shares outstanding as of December 31, 2016 and (ii) 108,921,106, 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 108,921,106, being the number of Class B ordinary shares held by the reporting person, and (y) the denominator is 108,921,106, being the number of the Company’s total Class B ordinary shares outstanding as of December 31, 2016.

 

(4)         To derive this percentage, (x) the numerator is 108,921,106, being 108,921,106 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) 109,155,101, being the number of the Company’s total Class A ordinary shares outstanding as of December 31, 2016 and (ii) 108,921,106, being the number of the Company’s total Class B ordinary shares outstanding as of December 31, 2016 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


 

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

 

Item 10.

Certifications:

 

Not applicable

 

5


 

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 10, 2017

 

SINA Corporation

By:

/s/Bonnie Zhang

 

Name:

Bonnie Zhang

 

Title:

Chief Financial Officer

 

6