ACTS Actions Semiconductor Co., Ltd. ADS, Each Representing Six Ordinary Shares

CUSIP No. 00507E107
	1.	Names of Reporting Persons Supernova Investment Inc.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			☐
		(b)			☐
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      ☐
	6.	Citizenship or Place of Organization Mauritius
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 13,072,634 ordinary shares. Mr. CHEN, Hsuan-Wen (aka Niccolo CHEN) may also be deemed to have sole voting power with respect to the foregoing shares.
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 13,072,634 ordinary shares. Mr. CHEN, Hsuan-Wen (aka Niccolo CHEN) may also be deemed to have sole dispositive power with respect to the foregoing shares.
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,072,634 ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
	13.	Percent of Class Represented by Amount in Row (11) 4.92% (1)
	14.	Type of Reporting Person CO

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(1) Based on 265,898,800 ordinary shares of the Issuer outstanding as disclosed in the Issuer’s Current Report on Form 6-K filed with the Securities and Exchange Commission on December 1, 2015.

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This Statement on Schedule 13D (this “ Schedule 13D ”) relates to the Reporting Persons’ formation of a “group” in relation to ordinary shares of Actions Semiconductor Co., Ltd. (the “ Issuer ”)

Item 1.           Security and Issuer

The title and class of equity securities to which this Schedule 13D relates are the ordinary shares, par value $0.000001 per share (the “ Ordinary Shares ”), of the Issuer.  American depositary shares (“ ADSs ”), each representing six Ordinary Shares, are traded on the NASDAQ Global Market. The address of the principal executive offices of the Issuer is No. 1, Ke Ji Si Road, Technology Innovation Coast of Hi-Tech Zone, Zhuhai, Guangdong, 519085, the People’s Republic of China.

Item 2.           Identity and Background

This Schedule 13D is filed jointly by the corporate entities (the “ Holding Companies ”) and their respective controlling persons (the “ Controlling Persons ” and together with the Holding Companies, the “ Reporting Persons ”) below:

Holding Companies :

Controlling Persons :

Each Reporting Person that is a corporate entity was formed solely for the purpose of investment holding. The business address, as well as the principal occupation and citizenship of each director and executive officer (if applicable), of each Reporting Person is set forth in Schedule A.

Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership of any Ordinary Shares (including Ordinary Shares represented by ADSs) that are held by other

Reporting Persons. None of the Controlling Persons own securities of the Issuer directly, and each disclaims beneficial ownership of the Ordinary Shares (including Ordinary Shares represented by ADSs) held by the Holding Company that he/she controls, except to the extent of his/her pecuniary interest therein.

During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a 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 Ordinary Shares that the Reporting Persons beneficially own were acquired in connection with the incorporation of the Issuer prior to the registration of the Issuer’s securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “ Act ”).

  

Item 4.           Purpose of Transaction

On May 18, 2016, the Holding Companies entered into a consortium agreement (the “ Consortium Agreement ”) to memorialize their agreement to work exclusively with each other for the next 12 months (the “ Exclusivity Period ”) for the purpose of acquiring the remaining equity interests in the Issuer through a merger transaction (the “ Privatization ”). The Consortium Agreement provides that:

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No Holding Companies shall dispose, directly or indirectly, any equity interest in the Issuer during the Exclusivity Period;

On May 19, 2016, Supernova submitted a preliminary, non-binding proposal (the “ Proposal ”) to the board of directors of the Issuer, setting forth the Consortium’s offer to acquire all issued and outstanding shares of the Issuer not owned by the Holding Companies for $2.00 in cash per ADS (or $ 0.333 in cash per Ordinary Share) through the Privatization. The Proposal provides that no binding obligation on the part of the Issuer or the Consortium with respect to the Privatization shall arise unless and until definitive agreements have been executed.

References to the Consortium Agreement and the Proposal in this Schedule 13D are qualified in their entirety by reference to the Consortium Agreement and the Proposal themselves, each of which are attached hereto as exhibits and incorporated by reference as if set forth in their entirety herein.

 

If the Privatization is carried out and consummated, the ADSs will no longer be traded on the NASDAQ Global Market and the registration of the Ordinary Shares and the ADSs under Section 12 of the Act will be terminated.  The Reporting Persons, however, cannot assure that any proposal, any definitive agreement or any transaction relating to the Privatization will be entered into or be consummated.  Further, the Reporting Persons may change their plans and intentions in connection with any of the matters discussed in this Item 4.  

Except as set forth in this Schedule 13D, the Reporting Persons have no present plan or proposal that would relate to, or would result in, any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D (although they reserve the right to formulate such plans).

Item 5.           Interest in Securities of the Issuer

(a)-(b)           The following contained on each of the cover pages of this Schedule 13D and the information set forth in Items 2, 3, 4 and 6 are incorporated herein by reference. The following table sets forth each Reporting Person’s interest in the securities of the Issuer as of the date hereof:

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* including ordinary shares and underlying ADSs.

The percentages were based on 265,898,800 Ordinary Shares outstanding as of September 30, 2015, based on the information in the Issuer’s Current Report on Form 6-K filed with the Securities and Exchange Commission on December 1, 2015.

To the extent a Reporting Person has one or more Controlling Person(s), those Controlling Persons may be deemed to share voting and dispositive power over the Ordinary Shares held by that Reporting Person.

The Reporting Persons may be deemed to be a “group” for purposes of Section 13(d) of the Act as a result of the Holding Companies’ entering into the Consortium Agreement and the submission of the Proposal.  However, each Reporting Person expressly disclaims beneficial ownership of the Ordinary Shares and ADSs held by other Reporting Persons for purpose of Section 13(d) of the Act or for any other purpose.

(c)           To the best knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares during the past 60 days.

(d)           Not applicable.

  

(e)           Not applicable.

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

Items 4, 5 and 7 of this Schedule 13D are incorporated herein by reference.

To the best knowledge of the Reporting Persons, except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

Item 7.           Material to Be Filed as Exhibits

 

The following are filed herewith as exhibits to this Schedule 13D:

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