SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  

 

 

 

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)
   
¨ 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).

 

 

 

 

 

CUSIP No. 948596 101 Page 2 of 11

 

1 Name of Reporting Persons
SINA Corporation
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.

 

2

 

 

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.

 

3

 

 

CUSIP No. 948596 101 Page 4 of 11

 

1 Name of Reporting Persons
New Wave MMXV 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
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.

 

4

 

 

CUSIP No. 948596 101 Page 5 of 11

 

1 Name of Reporting Persons
Chao Charles Guowei
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
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.

 

5

 

 

Page 6 of 11

 

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.

   
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.

   
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

 

6

 

 

Page 7 of 11

 

Item 4. Ownership:
   
  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
    Class B
ordinary
shares
    Total ordinary
shares on an as-
converted basis
    Percentage
of
Aggregate
Voting
Power
 
(a) Amount beneficially owned     96,278,958 %(1)     96,278,958       96,278,958 %(1)      
(b) Percent of class:     40.7 %(1)(2)     100.0 %(3)     40.7 %(4)     67.3 %(5)
(c) Number of shares as to which the person has:                                
(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        
(iii) Sole power to dispose or to direct the disposition of     96,278,958 (1)     96,278,958 (1)     96,278,958 (1)      
(iv) Shared power to dispose or to direct the disposition of     0       0       0        

 

 

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.

 

7

 

 

Page 8 of 11

 

(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.

 

8

 

 

Page 9 of 11

 

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 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

 

9

 

 

Page 10 of 11

 

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

 

    SINA Corporation    
     
  By: /s/ Bonnie Yi Zhang
  Name: Bonnie Yi Zhang
  Title: Chief Financial Officer
     
    Sina Group Holding Company Limited    
     
  By: /s/ Charles Guowei Chao
  Name: Charles Guowei Chao
  Title: Sole Director
     
    New Wave MMXV Limited    
     
  By: /s/ Charles Guowei Chao
  Name: Charles Guowei Chao
  Title: Sole Director
     
    Chao Charles Guowei  
     
    /s/ Charles Guowei Chao
   

 

[Signature Page to Schedule 13G/A]

 

 

 

Page 11 of 11

 

LIST OF EXHIBITS

 

Exhibit No.   Description
   
A   Joint Filing Agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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