Sec Form 13D Filing - Li Xiaodong filing for Sea Ltd (SE) - 2020-03-23

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

 

Sea Limited

(Name of Issuer)

 

Class A Ordinary Shares, par value US$0.0005 per share

(Title of Class of Securities)

 

81141R 100**

(CUSIP Number)

 

Forrest Xiaodong Li

Sea Limited

1 Fusionopolis Place, #17-10, Galaxis

Singapore 138522

+65 6270-8100

 

Copy to:

 

Yanjun Wang, Esq.

Sea Limited

1 Fusionopolis Place, #17-10, Galaxis

Singapore 138522

+65 6270-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 1, 2020

(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 that 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.

 

**This CUSIP number applies to the Issuer’s American depositary share, each representing one Class A ordinary share of the Issuer.

 

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.: 81141R 100

 

(1)	NAME OF REPORTING PERSONS   Forrest Xiaodong Li (“Mr. Li”)
(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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ¨
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION   Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(7)	SOLE VOTING POWER   78,443,885 Shares
		(8)	SHARED VOTING POWER   46,573,653 Shares(1)
		(9)	SOLE DISPOSITIVE POWER   55,587,679 Shares
		(10)	SHARED DISPOSITIVE POWER   0
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   125,017,538 Shares(2)
(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   25.4%(3)
(14)	TYPE OF REPORTING PERSON*   IN

 

(1)

Represents 46,573,653 Class B ordinary shares of par value US$0.0005 per share (“Class B Ordinary Shares”) of the Issuer that are subject to an irrevocable proxy with respect to all matters that require shareholder vote granted by Tencent to Mr. Li.

(2)

The Reporting Person is deemed to beneficially own 32,916,092 Class A ordinary shares of par value US$0.0005 per share (“Class A Ordinary Shares”) and 92,101,446 Class B Ordinary Shares. Class A Ordinary Shares and Class B Ordinary Shares are collectively referred to as “Shares.” Each Class B Ordinary Share is convertible into one Class A Ordinary Share, whereas Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

(3)

As a percentage of 466,076,180 total issued and outstanding Shares of the Issuer as of March 15, 2020, including 313,900,477 Class A Ordinary Shares and 152,175,703 Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote per share, and each Class B Ordinary Share is entitled to three votes per share. Accordingly, and based on the foregoing, the Shares beneficially owned by the Reporting Person represent approximately 38.8 % of the aggregate voting power of the total issued and outstanding Shares of the Issuer.

 

 

CUSIP NO.: 81141R 100

 

(1)	NAME OF REPORTING PERSONS   Blue Dolphins Venture Inc (“Blue Dolphins”)
(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 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   45,527,793 Shares
		(8)	SHARED VOTING POWER   0
		(9)	SOLE DISPOSITIVE POWER   45,527,793 Shares
		(10)	SHARED DISPOSITIVE POWER   0
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   45,527,793 Shares(4)
(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.8%(5)
(14)	TYPE OF REPORTING PERSON*   CO

 

(4)

Represents 45,527,793 Class B Ordinary Shares held by the Reporting Person.

(5)

As a percentage of 466,076,180 total issued and outstanding Shares of the Issuer as of March 15, 2020.

 

 

Introductory Note

 

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on November 3, 2017, as amended by Amendment No. 1 to the Initial Filing filed on March 14, 2019 (the “Original Schedule 13D”), and is being filed on behalf of Mr. Li and Blue Dolphins in respect of the Class A ordinary shares, par value US$0.0005 per share (the “Class A Ordinary Shares”), and Class B ordinary shares, par value US$0.0005 per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Shares”), of Sea Limited, a limited liability company organized and existing under the laws of the Cayman Islands (the “Issuer”). 

 

Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 2 but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5(a) and (b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

The below table sets forth Mr. Li and Blue Dolphins’ beneficial ownership as of March 15, 2020, the latest practicable date for determining their beneficial ownership:

 

Number of shares as to which such person has:

Name of Reporting Person

Amount Beneficially Owned

Percent of Class

Sole Power to Vote or Direct the Vote

Shared Power to Vote or to Direct the Vote

Sole Power to Dispose or to Direct the Disposition of

Shared Power to Dispose or to Direct the Disposition of

Mr. Li

125,017,538 Shares(1)

25.4

%(2)

78,443,885 Shares

46,573,653 Shares(3)

55,587,679 Shares

0

Blue Dolphins

45,527,793 Shares(4)

9.8

%(2)

45,527,793 Shares

0

45,527,793 Shares

0

 

(1)

The amount beneficially owned by Mr. Li includes (i) 45,527,793 Class B Ordinary Shares held by Blue Dolphins, (ii) 459,750 Class A Ordinary Shares beneficially owned by Mr. Li, (iii) 9,600,000 Class A Ordinary Shares issuable upon exercise of options held by Mr. Li within 60 days from March 15, 2020, (iv) 136 Class A Ordinary Shares issuable upon vesting of restricted share units held by Mr. Li within 60 days from March 15, 2020, (v) an aggregate of 22,856,206 Class A Ordinary Shares held by the directors and employees of the Issuer and Garena ESOP Program (PTC) Limited that have given Mr. Li an irrevocable proxy to vote such shares, including 16,581,313 Class A Ordinary Shares issuable upon exercise of options within 60 days from March 15, 2020 and 472,350 Class A Ordinary Shares issuable upon vesting of restricted shares and restricted share units within 60 days from March 15, 2020, and (vi) 46,573,653 Class B Ordinary Shares held by Tencent for which it has given Mr. Li an irrevocable proxy to vote such Shares under the General Proxy (as defined in Item 6) (such Class B Ordinary Shares exclude those shares covered solely by an irrevocable proxy giving Mr. Li the voting rights over matters relating to the Issuer’s board size and composition under the Board Proxy (as defined in Item 6)).

(2)

As a percentage of 466,076,180 total issued and outstanding Shares of the Issuer as of March 15, 2020, including 313,900,477 Class A Ordinary Shares and 152,175,703 Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote per share, and each Class B Ordinary Share is entitled to three votes per share. Accordingly, and based on the foregoing, the Shares beneficially owned by Mr. Li represent approximately 38.8% of the aggregate voting power of the total issued and outstanding Shares of the Issuer.

(3)

Represents 46,573,653 Class B Ordinary Shares that are subject to an irrevocable proxy with respect to all matters that require shareholder vote granted by Tencent to Mr. Li.

(4)

Represents 45,527,793 Class B Ordinary Shares held by Blue Dolphins.

 

The parties to the Irrevocable Proxy may be deemed to be a “group” pursuant to Rule 13d-5 of the Exchange Act. If the parties to the Irrevocable Proxy are deemed to be a group, the members of such group would be the Reporting Persons and Tencent.

 

 

Changes in the Reporting Persons’ beneficial ownership during the 60-day period prior to March 15, 2020 included:

 

(i)

vesting of 135 restricted share units granted to Mr. Li under the 2009 share incentive plan of the Issuer on January 31, 2020;

 

(ii)

the expected vesting of 5 million options and 136 restricted shares units on April 30, 2020 pursuant to the share incentive awards to Mr. Li under the 2009 share incentive plan of the Issuer, which is within 60 days from March 15, 2020;

 

(iii)

sale of 16,000 American Depositary Shares of the Issuer (each representing one Class A Ordinary Share of the Issuer, the “ADS”) beneficially owned by Mr. Li at an average price of US$40.6 per share in open market transactions pursuant to a Rule 10b5-1 Sales Plan (the “Plan”) on January 15, 2020;

 

(iv)

sale of 16,000 ADSs beneficially owned by Mr. Li at an average price of US$44.6 per share in open market transactions pursuant to the Plan on January 23, 2020;

 

(v)

sale of 16,000 ADSs beneficially owned by Mr. Li at an average price of US$45.1 per share in open market transactions pursuant to the Plan on January 30, 2020;

 

(vi)

sale of 16,000 ADSs beneficially owned by Mr. Li at an average price of US$46.2 per share in open market transactions pursuant to the Plan on February 5, 2020;

 

(vii)

sale of 16,000 ADSs beneficially owned by Mr. Li at an average price of US$46.8 per share in open market transactions pursuant to the Plan on February 12, 2020;

 

(viii)

sale of 16,000 ADSs beneficially owned by Mr. Li at an average price of US$51.8 per share in open market transactions pursuant to the Plan on February 21, 2020;

 

(ix)

sale of 16,000 ADSs beneficially owned by Mr. Li at an average price of US$48.1 per share in open market transactions pursuant to the Plan on February 24, 2020;

 

(x)

sale of 16,000 ADSs beneficially owned by Mr. Li at an average price of US$52.0 per share in open market transactions pursuant to the Plan on March 5, 2020;

 

(xi)

sale of 16,000 ADSs beneficially owned by Mr. Li at an average price of US$43.5 per share in open market transactions pursuant to the Plan on March 13, 2020; and

 

(xii)

changes in the number of shares subject to the irrevocable voting proxies granted by the directors and employees of the Issuer and Garena ESOP Program (PTC) Limited to Mr. Li.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 99.1

Joint Filing Agreement dated March 23, 2020 by and among the Reporting Persons

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 23, 2020

 

 

Forrest Xiaodong Li	/s/ Forrest Xiaodong Li
Blue Dolphins Venture Inc	By:	/s/ Forrest Xiaodong Li
	Name:	Forrest Xiaodong Li
	Title:	Director

 

[Signature Page to Schedule 13D/A]