- Amended Statement of Ownership (SC 13G/A)
February 14 2012 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
THE9 LIMITED
(Name of Issuer)
American
Depositary Shares, $0.01 par value
(Title of Class of Securities)
88337K104
(CUSIP Number)
December 31, 2011
(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)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
Page 1 of 8
pages
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1.
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Names of Reporting Persons.
QVT Financial LP
I.R.S.
Identification Nos. of above persons (entities only).
11-3694008
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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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
Delaware
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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
0
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6.
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Shared Voting Power
1,022,223
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,022,223
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,022,223
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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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11.
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Percent of Class Represented by
Amount in Row (9)
4.07%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 2 of 8
pages
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1.
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Names of Reporting Persons.
QVT Financial GP LLC
I.R.S. Identification Nos. of above persons (entities only).
11-3694007
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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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
Delaware
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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
0
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6.
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Shared Voting Power
1,022,223
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,022,223
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,022,223
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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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11.
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Percent of Class Represented by
Amount in Row (9)
4.07%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 3 of 8
pages
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1.
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Names of Reporting Persons.
QVT Fund LP
I.R.S. Identification Nos. of above persons (entities only).
98-0415217
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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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
Cayman
Islands
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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
0
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6.
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Shared Voting Power
923,596
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
923,596
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
923,596
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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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11.
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Percent of Class Represented by
Amount in Row (9)
3.68%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 4 of 8
pages
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1.
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Names of Reporting Persons.
QVT Associates GP LLC
I.R.S. Identification Nos. of above persons (entities only).
01-0798253
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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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
Delaware
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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
0
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6.
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Shared Voting Power
1,022,223
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,022,223
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,022,223
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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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11.
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Percent of Class Represented by
Amount in Row (9)
4.07%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 5 of 8
pages
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Item 1
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(a).
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Name of Issuer
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THE9 LIMITED (the Issuer)
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Item 1
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(b).
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Address of Issuers Principal Executive Offices
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The address of the Issuers principal executive offices is:
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Building No. 3, 690 Bibo Road, Zhang Jiang Hi-Tech Park, Pudong New Area, Pudong, Shanghai 201203, Peoples Republic of China
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Item 2
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(a).
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Name of Person Filing
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Item 2
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(b).
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Address of Principal Business Office or, if none, Residence
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Item 2
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(c).
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Citizenship
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QVT Financial LP
1177 Avenue of the Americas, 9th Floor
New York,
New York 10036
Delaware Limited Partnership
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QVT Financial GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
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QVT Fund LP
Walkers SPV, Walker House
87 Mary
Street
George Town, Grand Cayman, KY1-9005 Cayman Islands
Cayman Islands Limited Partnership
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QVT Associates GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
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Item 2
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(d).
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Title of Class of Securities
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American Depositary Shares, $0.01 par value (the Common Stock).
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Item 2
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(e).
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CUSIP Number
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The CUSIP number of the Common Stock is 88337K104.
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Item 3.
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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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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of
institution: .
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Page 6 of 8
pages
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned as of December 31, 2011:
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QVT Financial LP (QVT Financial) is the investment manager for QVT Fund LP (the Fund), which beneficially owns 923,596 shares of Common Stock.
QVT Financial is also the investment manager for Quintessence Fund L.P. (Quintessence), which beneficially owns 98,627 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by
each of the Fund and Quintessence. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,022,223 shares of Common Stock, consisting of the shares owned by the Fund and Quintessence.
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QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT
Associates GP LLC, as General Partner of the Fund and Quintessence, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Fund and Quintessence, and accordingly, QVT Associates GP LLC may be deemed to be the
beneficial owner of an aggregate amount of 1,022,223 shares of Common Stock.
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The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon 25,120,032 shares of Common Stock outstanding, which is the
total number of shares issued and outstanding as reported in the Issuers Form 6-K, filed with the Securities and Exchange Commission on August 17, 2011.
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(b)
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Percent of class:
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See Item 11 of the Cover Pages to this Schedule 13G.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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See item (a) above.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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See item (a) above.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following
x
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As of December 31, 2011, each of the reporting persons ceased to be the beneficial owner of more than five percent of the class of securities.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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By signing below I certify that, to the best of my 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.
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Page 7 of 8
pages
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: February 14, 2012
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QVT FINANCIAL LP
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QVT FUND LP
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By QVT Financial GP LLC,
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By QVT Associates GP LLC,
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its General Partner
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its General Partner
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By:
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/s/ Nicholas Brumm
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By:
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/s/ Nicholas Brumm
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Name:
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Nicholas Brumm
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Name:
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Nicholas Brumm
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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QVT FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/s/ Nicholas Brumm
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By:
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/s/ Nicholas Brumm
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Name:
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Nicholas Brumm
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Name:
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Nicholas Brumm
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Meg Eisner
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By:
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/s/ Meg Eisner
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Name:
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Meg Eisner
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Name:
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Meg Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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Page 8 of 8
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