Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| Ideanomics, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| 98741R108 |
| (CUSIP Number) |
|
Managing Attorney Office Arnold & Porter Kaye Scholer LLP 250 West 55th Street New York, NY 10019 212.836.8000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 29, 2021 |
| (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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Rule 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).
CUSIP No. 98741R108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bruno Wu | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| ||
| 3 |
SEC USE ONLY
| |||
| 4 |
SOURCE OF FUNDS
| |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER N/A | ||
| 8 |
SHARED VOTING POWER 36,071,565 shares of common stock (including 933,333 shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 9 | SOLE DISPOSITIVE POWER N/A | |||
| 10 | SHARED DISPOSITIVE POWER 36,071,565 shares of common stock (including 933,333 shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,071,565 shares of common stock (including 933,333 shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%1 | |||
| 14 |
TYPE OF REPORTING PERSON
IN | |||
1 Based on the sum of: (i) 497,680,745 shares of common stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021; and (ii) 7 million shares of convertible Series A Preferred Stock outstanding (convertible into 933,333 shares of common stock).
2
CUSIP No. 98741R108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lan Yang | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS PF | |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China (“PRC”) | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER N/A | ||
| 8 |
SHARED VOTING POWER 36,071,565 shares of common stock (including 933,333 shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 9 | SOLE DISPOSITIVE POWER N/A | |||
| 10 | SHARED DISPOSITIVE POWER 36,071,565 shares of common stock (including 933,333 shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,071,565 shares of common stock (including 933,333 shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%1 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
1 Based on the sum of: (i) 497,680,745 shares of common stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021; and (ii) 7 million shares of convertible Series A Preferred Stock outstanding (convertible into 933,333 shares of common stock).
3
CUSIP No. 98741R108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sun Seven Stars Trust | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER N/A | ||
| 8 |
SHARED VOTING POWER 20,999,416 shares of common stock | |||
| 9 | SOLE DISPOSITIVE POWER N/A | |||
| 10 |
SHARED DISPOSITIVE POWER | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%1 | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
1 Based on 497,680,745 shares of common stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021.
4
CUSIP No. 98741R108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sun Seven Stars Investment Group Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER N/A | ||
| 8 |
SHARED VOTING POWER 20,999,416 shares of common stock
| |||
| 9 | SOLE DISPOSITIVE POWER N/A | |||
| 10 |
SHARED DISPOSITIVE POWER | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%1 | |||
| 14 |
TYPE OF REPORTING PERSON
CO | |||
1 Based on 497,680,745 shares of common stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021.
5
CUSIP No. 98741R108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wecast Media Investment Management Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER N/A | ||
| 8 |
SHARED VOTING POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 9 | SOLE DISPOSITIVE POWER N/A | |||
| 10 | SHARED DISPOSITIVE POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%1 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
1 Based on the sum of: (i) 497,680,745 shares of common stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021; and (ii) 7 million shares of convertible Series A Preferred Stock outstanding (convertible into 933,333 shares of common stock).
6
CUSIP No. 98741R108
1 |
NAME OF REPORTING PERSON OR Shanghai Sun Seven Stars Cultural Development Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION PRC | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER N/A | ||
| 8 |
SHARED VOTING POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 9 | SOLE DISPOSITIVE POWER N/A | |||
| 10 | SHARED DISPOSITIVE POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.21 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
1 Based on the sum of: (i) 497,680,745 shares of common stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021; and (ii) 7 million shares of convertible Series A Preferred Stock outstanding (convertible into 933,333 shares of common stock).
7
CUSIP No. 98741R108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tianjin Sun Seven Stars Culture Development Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION PRC | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER N/A | ||
| 8 |
SHARED VOTING POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 9 | SOLE DISPOSITIVE POWER N/A | |||
| 10 | SHARED DISPOSITIVE POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ¨ | ||
| 13 | PERCENT OF C
LASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%1 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
1 Based on the sum of: (i) 497,680,745 shares of common stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021; and (ii) 7 million shares of convertible Series A Preferred Stock outstanding (convertible into 933,333 shares of common stock).
8
CUSIP No. 98741R108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Beijing Sun Seven Stars Culture Development Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION PRC | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER N/A | ||
| 8 |
SHARED VOTING POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 9 | SOLE DISPOSITIVE POWER N/A | |||
| 10 | SHARED DISPOSITIVE POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%1 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
1 Based on the sum of: (i) 497,680,745 shares of common stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021; and (ii) 7 million shares of convertible Series A Preferred Stock outstanding (convertible into 933,333 shares of common stock).
9
CUSIP No. 98741R108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tianjin Sun Seven Stars Partnership Management Co., Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION PRC | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER N/A | ||
| 8 |
SHARED VOTING POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 9 | SOLE DISPOSITIVE POWER N/A | |||
| 10 | SHARED DISPOSITIVE POWER 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,333 shares of common stock (representing shares of common stock issuable upon conversion of 7 million shares of Series A preferred stock) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%1 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
1 Based on the sum of: (i) 497,680,745 shares of common stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021; and (ii) 7 million shares of convertible Series A Preferred Stock outstanding (convertible into 933,333 shares of common stock).
10
CUSIP No. 98741R108
Explanatory Note
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) is filed by Bruno Wu (“BW”), Lan Yang (“LY”), Sun Seven Stars Trust, a Delaware trust (“SSS Trust”), Sun Seven Stars Investment Group Limited, a British Virgin Islands Company (“SSSIG”), Wecast Media Investment Management Limited, a Hong Kong Company (“Wecast”), Shanghai Sun Seven Stars Cultural Development Limited, a PRC company (“Shanghai SSS”), Tianjin Sun Seven Stars Culture Development Limited, a PRC company (“Tianjin Culture”), Beijing Sun Seven Stars Culture Development Limited, a PRC company (“BSSS”), and Tianjin Sun Seven Stars Partnership Management Co., Ltd., a PRC company (“Tianjin Management”), with respect to beneficial ownership of the common stock, par value $0.001 per share (“Common Stock”) of Ideanomics, Inc. (the “Issuer”).
This Amendment No. 3 amends the Schedule 13D (the "Original 13D ") filed by BW and BSSS with the Securities and Exchange Commission ("SEC") on December 31, 2015, as amended by Amendment No. 1 (“Amendment No. 1”) filed by BW, LY, BSSS, Sun Seven Stars Hong Kong Cultural Development Limited, a Hong Kong company, Tianjin Management, Tianjin Culture and Shanghai SSS with the SEC on February 25, 2016, and as amended and restated by Amendment No. 2 (“Amendment No. 2”) filed by BW, LY, SSS Trust, SSSIG, Wecast, Shanghai SSS, Tianjin Culture, BSSS and Tianjin Management with the SEC on December 16, 2021.
The Reporting Persons herein are filing this Amendment No. 3 to reflect the internal transfer of 13,949,725 shares of the Issuer’s Common Stock from SSSIG to LY on December 29, 2021 (the “Internal Transfer”), and execution of the Shareholders Agreement described in Item 5 below. The Internal Transfer does not represent any change in the amount of the Issuer’s Common Stock beneficially owned by LY (as reported by LY in Amendment No. 2).
As Amendment No. 2 amended and restated the Original 13D, as amended by Amendment No. 1, in its entirety, this Amendment No. 3 amends Amendment No. 2 as follows:
Paragraphs “(a), (b)” of Item 5 of Amendment No. 2 are hereby amended and supplemented by replacing the first 3 paragraphs thereof (beginning with the phrase “The following sets forth” and ending with the phrase “with respect to such transactions):” with the following:
Item 5. Interest in Securities of the Issuer.
(a), (b) The following sets forth, as of the date of this Amendment No. 3, the aggregate number of shares of Common Stock beneficially owned by each of the Reporting Persons based on: (i) 497,680,745 shares of Common Stock outstanding as of November 18, 2021 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 23, 2021; and where applicable, (ii) 7 million shares of convertible Series A Preferred Stock outstanding (convertible at any time at the option of the holder into 933,333 shares of Common Stock).
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote* | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition* | ||||||||||||||
| BW | 36,071,565 | 7.2 | % | N/A | 36,071,565 | N/A | 36,071,565 | |||||||||||||
| LY | 36,071,565 | 7.2 | % | N/A | 36,071,565 | N/A | 36,071,565 | |||||||||||||
| SSS Trust | 20,999,416 | 4.2 | % | N/A | 20,999,416 | N/A | 20,999,416 | |||||||||||||
| SSSIG | 20,999,416 | 4.2 | % | N/A | 20,999,416 | N/A | 20,999,416 | |||||||||||||
| Wecast | 933,333 | 0.2 | % | N/A | 933,333 | N/A | 933,333 | |||||||||||||
| Shanghai SSS | 933,333 | 0.2 | % | N/A | 933,333 | N/A | 933,333 | |||||||||||||
| Tianjin Culture | 933,333 | 0.2 | % | N/A | 933,333 | N/A | 933,333 | |||||||||||||
| BSSS | 933,333 | 0.2 | % | N/A | 933,333 | N/A | 933,333 | |||||||||||||
| Tianjin Management | 933,333 | 0.2 | % | N/A | 933,333 | N/A | 933,333 | |||||||||||||
11
CUSIP No. 98741R108
As a result of the Internal Transfer, LY is the record holder of 14,138,816 shares of Common Stock, and SSSIG is the record holder of 20,999,416 shares of Common Stock. SSSIG is wholly-owned by SSS Trust, of which LY is trustee. In addition, LY is Co-Chairperson of SSSIG. As a result, LY and SSS Trust may be deemed to be the beneficial owner of the Issuer’s securities owned of record by SSSIG. In addition, LY is the spouse of BW. BW is a former executive officer and director of the Issuer, and is Co-Chairperson and CEO of SSSIG. As a result, BW may be deemed to share beneficial ownership of the securities of the Issuer beneficially owned by LY and SSSIG. Further, each of BW, LY, Shanghai SSS, Tianjin Culture, BSSS, and Tianjin Management may be deemed to share beneficial ownership of the Series A Preferred Stock of the Issuer held of record by Wecast (convertible at any time into 933,333 shares of Common Stock). Wecast is wholly-owned by Shanghai SSS, which is wholly-owned by Tianjin Culture, which is wholly-owned by BSSS, which is a directly controlled subsidiary of Tianjin Management. As a result, each of Shanghai SSS, Tianjin Culture, BSSS, and Tianjin Management may be deemed to share beneficial ownership of the Issuer’s securities held of record by Wecast. LY is the direct controlling shareholder and Chairperson of Tianjin Management, and a director of BSSS. BW is also Chairman and CEO of BSSS. As a result, LY may be deemed to be the beneficial owner of the Issuer’s securities beneficially owned by Tianjin Management, and BW may be deemed to be the beneficial owner of the Issuer’s securities beneficially owned by each of Tianjin Management and BSSS. Each of BW and LY disclaim beneficial ownership of all Issuer securities, except to the extent of their pecuniary interest therein.
* The Reporting Persons are party to a Shareholders Agreement, dated as of December 29, 2021 (“Shareholders Agreement”), pursuant to which, inter alia: (i) LY appointed Alfred Poor (or such other executive as may be directed by the Board of Directors of the Issuer) as proxy, to vote all Common Stock and Series A Preferred Stock of the Issuer owned by SSS Trust and/or LY (as directed by the Board of Directors of the Issuer), for a period of 24 months; and (ii) subject to specified exceptions, the Reporting Persons have agreed not to sell, transfer or otherwise dispose of any such securities, for a period of 12 months, in an aggregate amount in excess of (a) on a daily basis, the greater of (i) 500,000 shares of Common Stock and (ii) 5% of the average daily volume of Common Stock traded for the preceding 10 trading days on the national stock exchange on which such Common Stock is then-listed for trading, and (b) with respect to such securities beneficially owned by the Reporting Persons (other than those subject to the Internal Transfer), an aggregate of 8,750,000 shares of Common Stock during any calendar quarter.
Pursuant to the Shareholder’s Agreement, the Issuer has agreed to prepare and file with the SEC (following the filing of the Issuer’s Annual Report on Form 10-K for fiscal year 2021), a registration statement for the purpose of registering under the Securities Act of 1933, as amended, all of the securities of the Issuer reported as beneficially owned by the Reporting Persons hereunder for resale by, and for the accounts of, such Reporting Persons as selling stockholders thereunder.
In addition to the transactions described in Amendment No. 2, on December 29, 2021, the Internal Transfer was completed.
Paragraph (c) of Item 5 of Amendment No. 2 is hereby amended to read as follows:
| (c) | Other than the Internal Transfer, pursuant to which SSSIG transferred 13,949,725 shares of Common Stock to LY, none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock during the past 60 days. |
Item 7 of the Amendment No. 2 is hereby amended and supplemented to include the following additional exhibits:
Item 7. Material to be Filed as Exhibits.
12
CUSIP No. 98741R108
After reasonable inquiry and to the best of each reporting person’s knowledge and belief, such reporting person certifies that the information set forth in this statement is true, complete and correct.
| Date: December 29, 2021 | /s/ Bruno Wu | |
| Bruno Wu | ||
| Date: December 29, 2021 | /s/ Lan Yang | |
| Lan Yang | ||
| Date: December 29, 2021 | Sun Seven Stars Trust | |
| By: | /s/ Lan Yang | |
| Name: | Lan Yang | |
| Title: | Trustee | |
| Date: December 29, 2021 | Sun Seven Stars Investment Group Limited | |
| By: | /s/ Lan Yang | |
| Name: | Lan Yang | |
| Title: | Co-Chairperson | |
| Date: December 29, 2021 | Wecast Media Investment Management Limited | |
| By: | /s/ Yun Zhu | |
| Name: | Yun Zhu | |
| Title: | Director | |
| Date: December 29, 2021 | Shanghai Sun Seven Stars Cultural Development Limited | |
| By: | /s/ Xiaoqian Xia | |
| Name: | Xiaoqian Xia | |
| Title: | Director and Office Manager | |
13
CUSIP No. 98741R108
| Date: December 29, 2021 | Tianjin Sun Seven Stars Culture Development Ltd. | |
| By: | /s/ Yongqi Liu | |
| Name: | Yongqi Liu | |
| Title: | Director and Project Manager | |
| Date: December 29, 2021 | Beijing Sun Seven Stars Culture Development Ltd. | |
| By: | /s/ Yun Zhu | |
| Name: | Yun Zhu | |
| Title: | Executive Vice President | |
| Date: December 29, 2021 | Tianjin Sun Seven Stars Partnership Management Ltd. | |
| By: | /s/ Lan Yang | |
| Name: | Lan Yang | |
| Title: | Chairperson | |
14