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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MOMO INC.
(Name of Issuer)
CLASS A ORDINARY SHARES, par value $0.0001 per share
(Title of Class of Securities)
60879B107**
(CUSIP Number)
Timothy A. Steinert, Esq.
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Tel: +852.2215.5100
With a copy to:
Kathryn King Sudol, Esq.
Simpson Thacher & Bartlett
ICBC Tower 35th Floor
3 Garden Road, Central
Hong Kong
Tel: +852.2514.7600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 2016
(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. o
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.
** This CUSIP number applies to the Issuers American depositary shares (ADSs), each representing two Class A Ordinary Shares.
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. 60879B107 | |||||
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1. |
Name of Reporting Person | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Source of Funds | |||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6. |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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8. |
Shared Voting Power | ||||
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9. |
Sole Dispositive Power | ||||
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10. |
Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13. |
Percent of Class Represented by Amount in Row (11) | |||
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14. |
Type of Reporting Person | |||
(1) |
The Reporting Persons are deemed to beneficially own 67,749,140 Class A Ordinary Shares, a portion of which are held in the form of American depositary shares (the ADSs). Each ADS representents two Class A Ordinary Shares. |
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(2) |
Based on an aggregate of 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of September 30, 2016, as disclosed in the Issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 9, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed in the Schedule 13D filed by Gallant Future Holdings Limited, among other persons, with the Securities and Exchange Commission on August 23, 2016. |
(3) |
Each Class B Ordinary Share is entitled to 10 votes per share, and each Class A Ordinary Share is entitled to one vote per share. |
CUSIP No. 60879B107 | |||||
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1. |
Name of Reporting Person | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
x | ||
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3. |
SEC Use Only | |||
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4. |
Source of Funds | |||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6. |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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8. |
Shared Voting Power | ||||
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9. |
Sole Dispositive Power | ||||
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10. |
Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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13. |
Percent of Class Represented by Amount in Row (11) | |||
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14. |
Type of Reporting Person | |||
(1) |
The Reporting Persons are deemed to beneficially own 67,749,140 Class A Ordinary Shares, a portion of which are held in the form of American depositary shares (the ADSs). Each ADS representents two Class A Ordinary Shares. |
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(2) |
Based on an aggregate of 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of September 30, 2016, as disclosed in the Issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 9, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed in the Schedule 13D/A filed by Gallant Future Holdings Limited, among other persons, with the Securities and Exchange Commission on August 23, 2016. |
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(3) |
Each Class B Ordinary Share is entitled to 10 votes per share, and each Class A Ordinary Share is entitled to one vote per share. |
Introductory Note
This Amendment No. 2 to Schedule 13D (this Amendment No. 2) hereby amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on April 7, 2016 (the Initial Filing) on behalf of the Reporting Persons, as amended by Amendment No. 1 to the Initial Filing filed on August 19, 2016 (together with the Initial Filing, the Original Schedule 13D), with respect to the Class A Ordinary Shares of Momo Inc., a Cayman Islands company (the Issuer), including certain Class A Ordinary Shares represented by ADSs. Except as amended or supplemented herein, the information set forth in the Original Schedule 13D remains unchanged, and capitalized terms used but not defined herein have the meanings assigned thereto in the Original Schedule 13D. The agreement among the Reporting Persons relating to the joint filing of this Amendment No. 2 is incorporated hereto as Exhibit 99.1.
Item 2. Identity and Background
Schedules A-1 and A-2 of the Original Schedule 13D are hereby amended and replaced in their entirety by Schedules A-1 and A-2 hereof.
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities covered by this 13D for investment purposes and intend to review their investment in the Issuer on a continuous basis. Depending upon various factors, including but not limited to the Reporting Persons and the Issuers business, prospects and financial condition and other developments concerning the Reporting Persons and the Issuer, market conditions and other factors that the Reporting Persons may deem relevant to their investment decision, and subject to compliance with applicable laws, rules and regulations, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions or increasing or decreasing their investment in the Issuer, with respect to any or all matters required to be disclosed in this Schedule 13D.
Other than as set forth in this Amendment No. 2, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.
Item 5. Interests in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended by replacing Items 5(a), (b) and (c) in their entirety as follows:
(a)-(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment No. 2 are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on an aggregate of 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of September 30, 2106, as disclosed in the Companys current report on Form 6-K filed with the Securities and Exchange Commission on November 9, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed in the Schedule 13D/A filed by Gallant Future Holdings Limited, among other persons, with the Securities and Exchange Commission on August 23, 2016. Each Class B Ordinary Share is entitled to 10 votes per share, and each Class A Ordinary Share is entitled to one vote per share.
Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A-1 or A-2 hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.
Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A-1 or A-2 hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own.
(c) On November 10, 2016, AIL disposed of an aggregate of 5,000,000 ADS beneficially held by the Reporting Persons for US$22.16 per ADS through brokered trading transactions.
Item 7. Material to Be Filed as Exhibits
Exhibit |
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Description |
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99.1 |
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Joint Filing Agreement, dated April 7, 2016, by and between the Reporting Persons.* |
*Previously filed on April 7, 2016.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: November 15, 2016
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ALIBABA INVESTMENT LIMITED | |
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By: |
/s/ Timothy A. Steinert |
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Name: Timothy A. Steinert |
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Title: Director |
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ALIBABA GROUP HOLDING LIMITED | |
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By: |
/s/ Timothy A. Steinert |
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Name: Timothy A. Steinert |
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Title: General Counsel and Secretary |
SCHEDULE A-1
Directors and Executive Officers of Alibaba Investment Limited
The following table sets forth the names and present principal occupation of each director of Alibaba Investment Limited, a company organized under the laws of the British Virgin Islands (AIL). The business address for each person listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. AIL does not have any executive officers. As used below, the term AGHL refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.
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Present Principal Occupation |
Timothy Alexander STEINERT, United States |
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General Counsel and Secretary of AGHL |
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YIP Pak Tung, Jason, Hong Kong |
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Senior Director of Finance of AGHL |
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WU Wei (aka Maggie), Peoples Republic of China |
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Chief Financial Officer of AGHL |
SCHEDULE A-2
Directors and Executive Officers of Alibaba Group Holding Limited
The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (AGHL). Unless otherwise noted, the business address for each director listed below is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. Unless otherwise noted, the business address for each executive officer listed below is 969 West Wen Yi Road, Yu Hang District, Hangzhou 310013, Peoples Republic of China.
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Present Principal Occupation |
Jack Yun MA, Peoples Republic of China 969 West Wen Yi Road, Yu Hang District, Hangzhou 310013 Peoples Republic of China |
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Executive Chairman of AGHL |
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Joseph C. TSAI, Canada |
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Executive Vice Chairman of AGHL |
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Daniel Yong ZHANG, Peoples Republic of China |
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Director and Chief Executive Officer of AGHL |
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J. Michael EVANS, Canada |
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Director and President of AGHL |
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Eric Xiandong JING, Peoples Republic of China c/o Zhejiang Ant Small and Micro Financial Services Group Co.,Ltd. Block B, Dragon Times Plaza, 18 Wantang Road Xihu District, Hangzhou 310099 Peoples Republic of China |
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Director of AGHL; President of Zhejiang Ant Small and Micro Financial Services Group Co.,Ltd. |
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Masayoshi SON, Japan |
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Director of AGHL; Chairman and Chief Executive Officer of SoftBank Group Corp. |
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Chee Hwa TUNG, Hong Kong |
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Independent Director of AGHL; Vice Chairman of the Twelfth National Committee of the Chinese Peoples Political Consultative Conference of the PRC |
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Walter Teh Ming KWAUK, Canada |
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Independent Director of AGHL; Senior Consultant of Motorola Solutions (China) Co.,Ltd. |
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Jerry YANG, United States |
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Independent Director of AGHL; Founding Partner of AME Cloud Ventures |
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Börje E. EKHOLM, United States and Switzerland |
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Independent Director of AGHL; Head of Patricia Industries Division of Investor AB |
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Wan Ling Martello, United States |
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Independent Director of AGHL; Executive Vice President of Nestlé S.A. |
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WU Maggie Wei, Peoples Republic of China c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong |
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Chief Financial Officer of AGHL |
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Jane Fang JIANG, Peoples Republic of China |
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Chief People Officer of AGHL |
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Jeff Jianfeng ZHANG, Peoples Republic of China |
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Chief Technology Officer of AGHL |
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Zhenfei LIU, Peoples Republic of China |
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Chief Risk Officer of AGHL |
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Trudy Shan DAI, Peoples Republic of China |
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Chief Customer Officer of AGHL |
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Timothy Alexander STEINERT, United States c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong |
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General Counsel and Secretary of AGHL |
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Jianhang JIN, Peoples Republic of China |
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President of AGHL |
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Chris Pen-hung TUNG, Republic of China |
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Chief Marketing Officer of AGHL |
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Yongfu YU, Peoples Republic of China |
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President of Mobile Internet and Alimama Division of AGHL |
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Simon Xiaoming HU, Peoples Republic of China |
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President of Alibaba Cloud Computing Division of AGHL |
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Sophie Minzhi WU, Peoples Republic of China |
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President of Wholesale Marketplaces Division of AGHL |
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Jessie Junfang ZHENG, Peoples Republic of China |
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Chief Platform Governance Officer and Deputy Chief Financial Officer of AGHL |