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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)
(Amendment No. 8)*
LendingClub Corporation
(Name of Issuer)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(Title of Class of Securities)
52603A208
(CUSIP Number)
(CUSIP Number)
Jason W. Soncini, Esq
Deputy General Counsel
c/o Shanda Investment Management
2735 Sand Hill Road, #140
Menlo Park, CA 94025, United States
650-656-9560
Deputy General Counsel
c/o Shanda Investment Management
2735 Sand Hill Road, #140
Menlo Park, CA 94025, United States
650-656-9560
Copies to:
Richard M. Brand
Andrew Alin
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-6000
Richard M. Brand
Andrew Alin
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 20, 2020
(Date of Event which Requires Filing of this Statement)
(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 §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 in 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. 52603A208
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13D
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1
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NAME OF REPORTING PERSONS
Tianqiao Chen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 52603A208
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13D
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1
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NAME OF REPORTING PERSONS
Shanda Media Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
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|
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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14
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TYPE OF REPORTING PERSON
CO, HC
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-2-
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CUSIP No. 52603A208
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13D
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1
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NAME OF REPORTING PERSONS
Shanda Global Investment Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
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|
|
4
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SOURCE OF FUNDS
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
0
|
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9
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SOLE DISPOSITIVE POWER
0
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|
|
10
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SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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14
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TYPE OF REPORTING PERSON
CO, HC
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-3-
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CUSIP No. 52603A208
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13D
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1
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NAME OF REPORTING PERSONS
Shanda Technology Overseas Capital Company Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
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|
|
4
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SOURCE OF FUNDS
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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|
|
10
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SHARED DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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14
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TYPE OF REPORTING PERSON
CO, HC
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-4-
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CUSIP No. 52603A208
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13D
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1
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NAME OF REPORTING PERSONS
Shanda Group USA Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
|
|
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4
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SOURCE OF FUNDS
|
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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14
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TYPE OF REPORTING PERSON
CO, HC
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-5-
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CUSIP No. 52603A208
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13D
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1
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NAME OF REPORTING PERSONS
Shanda Asset Management Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
5
|
CHECK 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
0
|
|
8
|
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
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14
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TYPE OF REPORTING PERSON
CO, HC
|
-6-
The following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D filed by the Reporting Persons on May 23, 2016 (the “Original Schedule 13D”), as amended by that Amendment No. 1 filed by the Reporting Persons on June 20, 2016 (“Amendment No. 1”), that Amendment No. 2 filed by the
Reporting Persons on December 11, 2017 (“Amendment No. 2”), that Amendment No. 3 filed by the Reporting Persons on December 12, 2017 (“Amendment No. 3”), that
Amendment No. 4 filed by the Reporting Persons on December 13, 2017 (“Amendment No. 4”), that Amendment No. 5 filed by the Reporting Persons on December 14, 2017 (“Amendment
No. 5”), that Amendment No. 6 filed by the Reporting Persons on March 5, 2018 (“Amendment No. 6”), and that Amendment No. 7 filed by the Reporting Persons on February 20, 2020 (“Amendment No. 7”, and, collectively with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 8, and the Original Schedule 13D, the “Schedule 13D”). Defined terms used herein but not otherwise defined have the meanings set forth in the Schedule 13D.
Item 4 is hereby amended to add the following:
On March 20, 2020, pursuant to the terms of the Exchange Agreement, SAMH exchanged all of the shares of Common Stock beneficially owned by it for (i) 195,628 newly
issued shares of Series A Preferred Stock, which are mandatorily convertible, when owned by a person other than SAMH or any affiliate, into 19,562,800 shares of Common Stock, and (ii) a one-time cash payment of $50,203,332.77.
-7-
Items 5(a), (b) and (e) are hereby amended and restated as follows:
Effective March 20, 2020, the Reporting Persons no longer own any shares of Common Stock of the Issuer.
Item 5(c) is hereby amended and restated as follows:
No transactions in the securities of the Issuer were effected during the past 60 days by or on behalf of any Reporting Person, except as described in Item 4 of the Schedule 13D.
-8-
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned
certify that the information set forth in this statement is true, complete and correct.
March 23, 2020
| TIANQIAO CHEN | |||
| /s/ Tianqiao Chen | |||
| SHANDA MEDIA LIMITED |
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By:
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/s/ Tianqiao Chen | |
| Name: Tianqiao Chen | |||
| Title: Director | |||
| SHANDA GLOBAL INVESTMENT LIMITED | |||
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By:
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/s/ Tianqiao Chen | |
| Name: Tianqiao Chen | |||
| Title: Director | |||
| SHANDA TECHNOLOGY OVERSEAS CAPITAL COMPANY LIMITED | |||
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By:
|
/s/ Tianqiao Chen | |
| & #xA0; | Name: Tianqiao Chen | ||
| Title: Director | |||
| SHANDA GROUP USA LIMITED | |||
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By:
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/s/ Tianqiao Chen | |
| Name: Tianqiao Chen | |||
| Title: Director | |||
| SHANDA ASSET MANAGEMENT HOLDINGS LIMITED | |||
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By:
|
/s/ Tianqiao Chen | |
| Name: Tianqiao Chen | |||
| Title: Director | |||