UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

China Digital TV Holding Co., Ltd.

(Name of Issuer)

 

Ordinary shares, par value $0.0005 per share

(Title of Class of Securities)

 

16938G 107

(CUSIP Number)

 

Zengxiang Lu,
Jingmeng High-Tech Building B, 4 th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, 100085

People’s Republic of China

86-10-62971199

 

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

 

May 4, 2017

(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 §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 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. 16938G 107   13D    
         

 

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Zengxiang Lu 		   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)     ¨
(b)     x 		   
3.   SEC USE ONLY
  		   
4.   SOURCE OF FUNDS (see instructions)
 
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 		   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
12,385,769(1)
  8.   SHARED VOTING POWER
 
155,418 (2)
  9.   SOLE DISPOSITIVE POWER
 
12,385,769 (1)
  10.   SHARED DISPOSITIVE POWER
 
155,418  (2)

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 		   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨ 		   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0 		   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

   
 

 

 

 

(1) Represents: 9,273,393 Ordinary Shares and 3,112,376 American Depositary Receipts (“ADRs”), par value $0.0005 per share of China Digital TV Holding Co., Ltd. (the “Ordinary Shares”) held by Polar Light Group Limited (“Polar Light”), a company incorporated under the laws of British Virgin Islands. Polar Light Group Limited is owned 100% by vote and value by Firestone Investments Limited, a company incorporated under the laws of the Commonwealth of the Bahamas. Firestone Investments Limited is owned 100% by vote and value by the L&C Family Trust which is an irrevocable trust valid under the laws of the Republic of Singapore. Mr. Zengxiang Lu (“Mr. Lu”) is the Settlor of the L&C Trust. On May 3, 2017, Polar Light exercised 1,150,000 options to ADRs. Therefore the total number of ADRs that Polar Light held increased to 3,112,376.

(2) Represents 155,418 Ordinary Shares of the Issuer held by China Cast Investment Holdings Limited (“China Cast”). Each of Polar Light and Smart Live Group Limited (“Smart Live”) held 50% of the equity interest of China Cast. Mr. Lu disclaims beneficial ownership of those shares held by China Cast except to the extent of the reporting person’s pecuniary interest therein.

   

 

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CUSIP No. 16938G 107   13D    
         

 

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Polar Light Group Limited 		   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)     ¨
(b)     x 		   
3.   SEC USE ONLY
  		   
4.   SOURCE OF FUNDS (see instructions)
 
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
 
12,385,769
  8.   SHARED VOTING POWER
 
155,418
  9.   SOLE DISPOSITIVE POWER
 
12,385,769
  10.   SHARED DISPOSITIVE POWER
 
155,418

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,463,478 (3) 		   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨ 		   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Approximately 20.28% (4) 		   
14.  

TYPE OF REPORTING PERSON (see instructions)

 

CO

   
   

(3) Represents (i) 9,273,393 Ordinary Shares and 3,112,376 ADRs held by Polar Light; (ii) 155,418 Ordinary Shares held by China Cast.

(4) The percentage used herein is calculated based upon 60,297,192 Ordinary Shares of the issuer that were issued and outstanding as of March 31, 2017 (as disclosed in the Issuer’s current report on Form 20-K filed with the Securities and Exchange Commission on April 21, 2017).

   

 

 

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Item 1.  Security and Issuer.

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) hereby amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on November 15, 2013 (the “Initial Filing”) relates to the Ordinary Shares of China Digital TV Holding Co., Ltd., an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”). The principal executive office of the Issuer is Jingmeng High-Tech Building B, 4 th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, China.

 

Item 2.  Identity and Background.

 

This Statement is filed jointly by Polar Light and Mr. Lu. The reporting persons are making this single, joint filing pursuant to the Joint Filing Agreement attached as Exhibit 99.1, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the reporting persons that a group exists.

 

The principal business of Polar Light is to hold the Ordinary Shares in the Issuer. The principal business of Firestone Investments Limited is to hold securities in Polar Light. The principal business of Credit Suisse Trust Limited is to act as the trustee for the The L&C Family Trust for the benefits of certain family members of Mr. Lu.

 

The principal business address and the principal office address of Polar Light is Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands. The principal business address and the principal office address of Firestone Investments Limited is The Bahamas Financial Centre, Shirley and Charlotte Streets, P.O. Box N-3023, Nassau, Bahamas. The principal business address and the principal office address of Credit Suisse Trust Limited is 1 Raffles Link #05-02 Singapore 039393. The principal business address of Mr. Lu is Jingmeng High-Tech Building B, 4 th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, China.

 

During the last five years, none of the reporting persons has been convicted in a criminal proceeding.

 

During the last five years, none of the reporting persons has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

The present principal occupation of Mr. Lu is the co-founder and director of the Issuer. Mr. Lu is a citizen of the People’s Republic of China.

 

Item 3.  Source or Amount of Funds or Other Consideration.

 

On April 25, 2017, Polar Light and Aurec Capital Ltd. (the “Aurec Capital”) entered into a Share Purchase Agreement (the “SPA”). Pursuant to the SPA, Polar Light agreed to purchase an aggregate of 1,709,776 ADRs for an aggregate consideration of US$3,077,596.80 in cash, representing a per ADR price of US$1.80.

 

Polar Light will use available cash to purchase the above referenced shares, and no borrowed funds will be used in connection with such purchase.

 

The SPA is filed as Exhibit 99.2 hereto. Reference is made to such Exhibit for the complete terms of the SPA.

 

Item 4.  Purpose of Transaction.

 

The reporting persons agreed to purchase the ADRs of the Issuer referenced in Item 3 above from Aurec Capital because the reporting persons believe that the ADRs represented and continues to represent an attractive investment.

 

Except as set forth in this Schedule 13D, the reporting persons do not presently have any additional plans or proposals that relate to or would result in any of the transactions, events or actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.  Interest in Securities of the Issuer.

 

(a) As of the date hereof, Polar Light beneficially owns, in the aggregate, 12,463,478 Ordinary Shares, consisting of (i) 9,273,393 Ordinary Shares, (ii) 3,112,376 ADRs, and (iii) 155,418 Ordinary Shares of the Issuer held by China Cast, of which each of Polar Light and Smart Live owns 50% of the equity interest. The beneficially owned Ordinary Shares represent, in the aggregate, approximately 20.28% of the total number of outstanding Ordinary Shares of the Issuer. The percentage reported in this Schedule 13D/A is based upon the 60,297,192 Ordinary Shares of the Issuer that were issued and outstanding as of March 31, 2017 (as disclosed in the Issuer’s current report on Form 20-K filed with the Securities and Exchange Commission on April 21, 2017).

 

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(b)

 

  No. of shares beneficially owned % of shares beneficially owned Shares subject to sole voting power Shares subject to shared voting power Shares subject to sole dispositive power Shares subject to shared dispositive power
Mr. Lu 0 0 12,385,769 155,418 12,385,769 155,418
Polar Light 12,463,478 20.28% 12,385,769 155,418 12,385,769 155,418

 

(c) See Item 3 above.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The Share Purchase Agreement

 

The SPA provides that Aurec Capital sells to Polar Light an aggregate amount of 1,709,776 ADRs of the Issuer for an aggregate consideration of US$3,077,596.80 in cash, representing a per ADR price of US$1.80.

 

Item 7.  Material to Be Filed as Exhibits.

 

Exhibit 99.1 Joint Filing Agreement, dated May 4, 2017, by and among the reporting persons.

 

Exhibit 99.2 Share Purchase Agreement, dated April 25, 2017, between Polar Light and Aurec Capital.

 

 

5  

 

 

SIGNATURE

 

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

 

Dated: May 4, 2017

 
ZENGXIANG LU
 

/s/ Zengxiang Lu

 

 

 
POLAR LIGHT GROUP LIMITED
 

/s/ Zengxiang Lu

Zengxiang Lu

 Director

 

 

 

6  

 

 

Exhibit Index

 

Exhibit 99.1 Joint Filing Agreement, dated May 4, 2017, by and among the reporting persons.

 

Exhibit 99.2 Share Purchase Agreement, dated April 25, 2017, between Polar Light and Aurec Capital.

 

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