Amended Statement of Ownership (sc 13g/a)
January 28 2022 - 03:02PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE
COMMISSION |
|
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Weibo Corporation
(Name of Issuer)
Class A ordinary shares, par value $0.00025 per share
(Title of Class of Securities)
948596 101
(CUSIP Number)
December 31, 2021
(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) |
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|
| ¨ |
Rule 13d-1(c) |
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|
| 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).
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CUSIP No. 948596 101 |
Page 2 of 11 |
| 1 |
Name of Reporting Persons
SINA Corporation |
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2 |
Check the Appropriate Box if a Member of a Group |
|
|
(a) |
¨ |
|
|
(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
96,278,958(1)
|
|
6 |
Shared Voting Power
0 |
|
7 |
Sole Dispositive Power
96,278,958(1) |
|
8 |
Shared Dispositive Power
0 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
96,278,958(1) |
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares o |
|
11 |
Percent of Class Represented by Amount in Row (9)
40.7%(1)(2) |
|
12 |
Type of Reporting Person
CO |
|
(1) |
Represents 96,278,958 Class B
ordinary shares held by SINA Corporation, which are convertible
into 96,278,958 Class A ordinary shares. |
|
(2) |
Based on 236,553,460 Class A ordinary
shares outstanding as of December 31, 2021, assuming all
Class B ordinary shares held by such reporting person are
converted into the same number of Class A ordinary
shares. |
|
CUSIP No. 948596 101 |
Page 3 of 11 |
| 1 |
Name of Reporting Persons
Sina Group Holding Company Limited |
|
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
96,278,958(1)
|
|
6 |
Shared Voting Power
0 |
|
7 |
Sole Dispositive Power
96,278,958(1) |
|
8 |
Shared Dispositive Power
0 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
96,278,958(1) |
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares o |
|
11 |
Percent of Class Represented by Amount in Row (9)
40.7%(1)(2) |
|
12 |
Type of Reporting Person
CO |
|
(1) |
Represents 96,278,958 Class B
ordinary shares held by SINA Corporation, which are convertible
into 96,278,958 Class A ordinary shares. |
|
(2) |
Based on 236,553,460 Class A ordinary
shares outstanding as of December 31, 2021, assuming all
Class B ordinary shares held by such reporting person are
converted into the same number of Class A ordinary
shares. |
|
CUSIP No. 948596 101 |
Page 4 of 11 |
| 1 |
Name of Reporting Persons
New Wave MMXV Limited |
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2 |
Check the Appropriate Box if a Member of a Group |
|
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(a) |
o |
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(b) |
o |
|
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
96,278,958(1)
|
|
6 |
Shared Voting Power
0 |
|
7 |
Sole Dispositive Power
96,278,958(1) |
|
8 |
Shared Dispositive Power
0 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
96,278,958(1) |
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares o |
|
11 |
Percent of Class Represented by Amount in Row (9)
40.7%(1)(2) |
|
12 |
Type of Reporting Person
CO |
|
(1) |
Represents 96,278,958 Class B
ordinary shares held by SINA Corporation, which are convertible
into 96,278,958 Class A ordinary shares. |
|
(2) |
Based on 236,553,460 Class A
ordinary shares outstanding as of December 31, 2021, assuming all
Class B ordinary shares held by such reporting person are converted
into the same number of Class A ordinary shares. |
|
CUSIP No. 948596 101 |
Page 5 of 11 |
| 1 |
Name of Reporting Persons
Chao Charles Guowei |
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2 |
Check the Appropriate Box if a Member of a Group |
|
|
(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
96,278,958(1)
|
|
6 |
Shared Voting Power
0 |
|
7 |
Sole Dispositive Power
96,278,958(1) |
|
8 |
Shared Dispositive Power
0 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
96,278,958(1) |
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares o |
|
11 |
Percent of Class Represented by Amount in Row (9)
40.7%(1)(2) |
|
12 |
Type of Reporting Person
IN |
|
(1) |
Represents 96,278,958 Class B
ordinary shares held by SINA Corporation, which are convertible
into 96,278,958 Class A ordinary shares. |
|
(2) |
Based on 236,553,460 Class A
ordinary shares outstanding as of December 31, 2021, assuming all
Class B ordinary shares held by such reporting person are converted
into the same number of Class A ordinary shares. |
| Item
1(a). |
Name
of Issuer:
Weibo Corporation |
| |
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices:
8/F, QIHAO Plaza, No. 8 Xinyuan S. Road
Chaoyang District, Beijing 100027
People’s Republic of China |
| |
|
| Item
2(a). |
Name
of Person Filing:
SINA Corporation, Sina Group Holding Company Limited, New Wave MMXV
Limited, and Chao Charles Guowei (collectively, the “Reporting
Persons”) |
| |
|
| Item
2(b). |
Address
or Principal Business Office or, if none, Residence:
No. 8 SINA Plaza, Courtyard 10, the West
Xibeiwang E. Road
Haidian District, Beijing 100193
People’s Republic of China |
| |
|
| Item
2(c) |
Citizenship:
SINA Corporation is a Cayman Islands company. Sina Group Holding
Company Limited is a Cayman Islands company. New Wave MMXV Limited
is a British Virgin Islands
company. Chao Charles Guowei is a citizen of United States of
America. |
| |
|
| Item
2(d). |
Title of Class of Securities:
Class A ordinary shares, par value $0.00025 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, whereas each Class A
ordinary share is entitled to one vote.
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| Item
2(e). |
CUSIP No.:
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.
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| 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: |
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Not
applicable |
| Item
4. |
Ownership: |
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The
following information with respect to the ownership of the ordinary
shares of the issuer by the reporting persons is provided as of
December 31, 2021. The table below is prepared based on
140,274,502 Class A ordinary
shares and 96,278,958 Class B ordinary shares outstanding as
of December 31, 2021. |
|
Reporting Persons |
|
Class A
ordinary
shares |
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|
Class B
ordinary
shares |
|
|
Total ordinary
shares on an as-
converted basis |
|
|
Percentage
of
Aggregate
Voting
Power |
|
|
(a) Amount beneficially owned |
|
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96,278,958 |
%(1) |
|
|
96,278,958 |
|
|
|
96,278,958 |
%(1) |
|
|
— |
|
|
(b) Percent of class: |
|
|
40.7 |
%(1)(2) |
|
|
100.0 |
%(3) |
|
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40.7 |
%(4) |
|
|
67.3 |
%(5) |
|
(c) Number of shares as to which the person has: |
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|
|
|
|
|
|
|
|
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|
|
|
|
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(i) Sole power to vote or to direct the vote |
|
|
96,278,958 |
(1) |
|
|
96,278,958 |
(1) |
|
|
96,278,958 |
(1) |
|
|
— |
|
|
(ii) Shared power to vote or to direct the vote |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
— |
|
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(iii) Sole power to dispose or to direct the disposition
of |
|
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96,278,958 |
(1) |
|
|
96,278,958 |
(1) |
|
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96,278,958 |
(1) |
|
|
— |
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(iv) Shared power to dispose or to direct the disposition
of |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
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— |
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Notes:
|
(1) |
Represents 96,278,958 Class B
ordinary shares held by Sina Corporation that are convertible into
96,278,958 Class A ordinary shares at any time at the option
of Sina Corporation. 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. |
|
|
On March 22, 2021, New Wave Mergersub
Limited (a wholly owned subsidiary of Sina Group Holding Company
Limited, formerly known as New Wave Holdings Limited) merged with
and into SINA, with SINA continuing as the surviving company. As a
result of this merger, SINA became a wholly owned subsidiary of
Sina Group Holding Company Limited, which is a wholly owned
subsidiary of New Wave MMXV Limited (“New Wave” ), a business
company incorporated in the British Virgin Islands and controlled
by Mr. Charles Chao. As of the date of this filing, New Wave was
owned as to 61.2% by Mr. Charles Chao, 30.0% by Mr. Yunli Liu and
the remaining shares were held by other senior management members
of SINA, including Ms. Hong Du, Mr. Gaofei Wang and Ms. Bonnie Yi
Zhang, each of whom held less than 5% of the total share capital of
New Wave. All the voting shares in New Wave were held by Mr.
Charles Chao, and the rest were all non-voting shares. |
|
(2) |
To derive this percentage, (x) the
numerator is 96,278,958, being 96,278,958 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) 140,274,502, being the numbers of the
Issuer’s total Class A ordinary shares outstanding as of
December 31, 2021 and (ii) 96,278,958, 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 as of
December 31, 2021. |
|
(3) |
To derive this percentage,
(x) the numerator is 96,278,958, being the number of
Class B ordinary shares held by the reporting person, and
(y) the denominator is 96,278,958, being the number of the
Issuer’s total Class B ordinary shares outstanding as of
December 31, 2021. |
|
(4) |
To derive this percentage,
(x) the numerator is 96,278,958, being 96,278,958 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) 140,274,502, being the
number of the Issuer’s total Class A ordinary shares
outstanding as of December 31, 2021 and (ii) 96,278,958, being
the number of the Issuer’s total Class B ordinary shares
outstanding as of December 31, 2021 that are convertible into
the same number of Class A ordinary shares. |
|
(5) |
For each reporting person, percentage
of aggregate voting power represents voting power of all ordinary
shares held by such reporting person with respect to all
outstanding shares of Class A and Class B ordinary
shares. Each holder of Class A ordinary shares is entitled to
one vote per share. Each holder of Class B ordinary shares is
entitled to three votes per share. |
| Item
5. |
Ownership
of Five Percent or Less of a Class: |
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|
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Not
applicable |
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| Item
6. |
Ownership
of More than Five Percent on Behalf of Another
Person: |
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|
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Not
applicable |
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| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Controlling
Person: |
| |
|
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Not
applicable |
| |
| Item
8. |
Identification
and Classification of Members of the Group: |
| |
|
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Not
applicable |
| |
| Item
9. |
Notice
of Dissolution of Group: |
| |
|
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Not
applicable |
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| 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: January
28, 2022
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SINA Corporation
|
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|
|
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By: |
/s/ Bonnie Yi
Zhang |
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Name: |
Bonnie
Yi Zhang |
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Title: |
Chief
Financial Officer |
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|
|
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|
Sina Group Holding Company Limited
|
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|
|
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By: |
/s/ Charles
Guowei Chao |
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Name: |
Charles
Guowei Chao |
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Title: |
Sole
Director |
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|
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New Wave MMXV Limited |
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|
|
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By: |
/s/ Charles
Guowei Chao |
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Name: |
Charles
Guowei Chao |
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Title: |
Sole
Director |
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|
|
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|
Chao Charles Guowei |
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|
/s/ Charles
Guowei Chao |
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[Signature Page to Schedule 13G/A]
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