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
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CHANGYOU.COM LIMITED
(Name of Issuer)
Class A Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
15911M107**
(CUSIP Number)
December 31, 2019
(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)
[ X ] Rule 13d-1(c)
[ ] 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 the disclosures provided in a prior cover page.
** The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Issuer’s American Depositary Shares, each representing two Class A Ordinary
Shares, is 15911M107.
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).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index Page 8
| SCHEDULE 13G |
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| CUSIP No. 15911M107 |
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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| GLG PARTNERS LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| United Kingdom |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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| 2,121,096 |
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 2,121,096 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 2,121,096 |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 5.85% |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| PN |
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| SCHEDULE 13G |
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| CUSIP No. 15911M107 |
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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| MAN GROUP PLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| Jersey |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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2,121,096
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 2,121,096 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 2,121,096 |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 5.85% |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| OO, HC |
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| SCHEDULE 13G |
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Page 4 of 9 Pages
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| Item 1(a). |
Name of Issuer:
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Changyou.com Limited (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Changyou Creative Industrial Park, 65 Bajiao East Road, Shijingshan District, Beijing 100043, People’s Republic of China
| Item 2(a). |
Name of Person Filing
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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(i)
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GLG Partners LP (the “Investment Manager”); and
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(ii)
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Man Group plc (the “Parent Company”).
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This Statement relates to Shares (as defined herein) held by certain funds and/or managed accounts to which the Investment
Manager serves as investment manager (collectively, the “GLG Funds”). Parent Company indirectly, through various intermediate entities, controls the Investment Manager..
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of the Investment Manager and the Parent Company is Riverbank
House, 2 Swan Lane, London EC4R 3AD, United Kingdom.
| Item 2(c). |
Citizenship:
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The Investment Manager is a United Kingdom limited partnership. The Parent Company is a Jersey public limited company.
| Item 2(d). |
Title of Class of Securities:
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Class A Ordinary Shares, par value $0.01 per share (the “Shares”)
| Item 2(e). |
CUSIP Number:
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15911M107
The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Issuer’s American Depositary Shares, each representing two Class A
Ordinary Shares, is 15911M107.
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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This Item 3 is not applicable.
| SCHEDULE 13G |
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Page 5 of 9 Pages
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| Item 4. |
Ownership:
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| Item 4(a) |
Amount Beneficially Owned:
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As of December 31, 2019, each of the Reporting Persons may be deemed to be the beneficial owner of 2,121,096 Shares held in the
form of 1,060,548 American Depositary Shares for the account of the GLG Funds. The Parent Company hereby disclaims any beneficial ownership of any such Shares.
| Item 4(b) |
Percent of Class:
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As of December 31, 2019, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.85% of Shares
outstanding. (This percentage is based on 36,251,420 Shares outstanding as of March 15, 2019 as reporting in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 28, 2019.)
| Item 4(c) |
Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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2,121,096
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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2,121,096 |
| Item 5. |
Ownership of Five Percent or Less of a Class:
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This Item 5 is not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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See disclosure in Items 2 and 4 hereof. The GLG Funds have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement.
| SCHEDULE 13G |
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Page 6 of 9 Pages
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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 Control Person:
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See disclosure in Item 2 hereof.
| Item 8. |
Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group:
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This Item 9 is not applicable.
| Item 10. |
Certification:
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By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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Page 7 of 9 Pages
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
| GLG PARTNERS LP |
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By:
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/s/ Katherine Squire |
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Name: Katherine Squire
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Title: Chief Compliance Officer
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MAN GROUP PLC
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By:
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/s/ Mark Jones |
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Name: Mark Jones
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Title: Chief Financial Officer
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February 10, 2020
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Page 8 of 9 Pages
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EXHIBIT INDEX
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Ex.
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Page No.
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A
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Joint Filing Agreement
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9
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Page 9 of 9 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each
of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of
the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED as of February 10, 2020
| GLG PARTNERS LP |
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By:
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/s/ Katherine Squire |
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Name: Katherine Squire
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Title: Chief Compliance Officer
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MAN GROUP PLC
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By:
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/s/ Mark Jones |
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Name: Mark Jones
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Title: Chief Financial Officer
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