Amended Statement of Beneficial Ownership (sc 13d/a)
April 13 2016 - 9:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 8)*
Bona
Film Group Limited
(Name of Issuer)
Ordinary Shares, par value $0.0005
per share
(Title
of Class of Securities)
09777B107
**
(CUSIP Number)
Dong Yu
|
With a copy to:
|
18/F, Tower A, U-town Office Building
|
Fang Xue
|
#1 San Feng Bei Li
|
Gibson Dunn & Crutcher LLP
|
Chaoyang District, Beijing 100020,
|
Unit 1301, Tower 1, China Central Place
|
People’s Republic of China
|
No. 81 Jianguo Road, Chaoyang District
|
+86 (10) 5631 0700
|
Beijing, 100025, People’s Republic of China
|
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+86 10 6502 8687
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 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 which is the subject of this Schedule 13D, and is filing this schedule because
of Sections 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 Section 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 applies to the American Depositary
Shares, evidenced by American Depositary Receipts, each representing two ordinary shares. No CUSIP has been assigned to the 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)
1.
|
Names of Reporting Persons
Skillgreat 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)
OO
|
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
0.
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
0
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
|
¨
|
13.
|
Percent of Class Represented by Amount
in Row (11)
0.0%
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 0977B107
|
1.
|
Names of Reporting Persons
Vantage Global Holdings Ltd
|
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)
OO
|
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
0
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
0
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
|
13.
|
Percent of Class Represented by Amount
in Row (11)
0.0%
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
1.
|
Names of Reporting Persons
Dong Yu
|
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)
OO
|
5.
|
Check 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
0
|
8.
|
Shared Voting Power
0
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
0
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
|
¨
|
13.
|
Percent of Class Represented by Amount
in Row (11)
0.0%
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
This Amendment No. 8 to Schedule 13D (this
“Amendment”) is being filed jointly by Dong Yu (the “Founder”), Vantage Global Holdings Ltd (“Vantage”)
and Skillgreat Limited (“Skillgreat”, and together with the Founder and Vantage, the “Reporting Persons”)
relating to the ordinary shares, par value $0.0005 per share (the “Ordinary Shares”), each Ordinary Share represented
by two American depositary shares (the “ADSs”), of Bona Film Group Limited (the “Issuer”), an exempted
company organized under the laws of the Cayman Islands. This Amendment amends and supplements the Statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2012 (as amended by Amendment No. 1 filed
with the SEC on October 9, 2013, Amendment No. 2 filed with the SEC on July 25, 2014, Amendment No. 3 filed with the
SEC on June 17, 2015, Amendment No. 4 filed with the SEC on October 14, 2015, Amendment No. 5 filed with the SEC on October 27,
2015, Amendment No. 6 filed with the SEC on December 18, 2015 and Amendment No. 7 filed with the SEC on December 29, 2015, the
“Original Statement”) by the Reporting Persons. Only those items in the Original Statement amended by this Amendment
are reported herein. Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the
Original Statement.
Item 4.
|
Purpose of Transaction
|
Item 4 is hereby amended by adding at the
end thereof the following paragraphs:
“On March 4, 2016, at 10:00 a.m.
(Hong Kong time), an extraordinary general meeting of the shareholders of the Issuer was held at the Issuer’s office at 18/F,
Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, the People’s Republic of China.
At the extraordinary general meeting, the shareholders of the Issuer voted to authorize and approve the previously announced Merger
Agreement dated December 15, 2015 and the transactions contemplated by the Merger Agreement, including the Merger.
On April 8, 2016, the Issuer and Merger
Sub filed the Plan of Merger with the Cayman Islands Registrar of Companies, pursuant to which the Merger became effective on April
8, 2016. On April 8, 2016, all of the other transactions under the Merger Agreement were consummated. As a result, each of
the Issuer’s Ordinary Shares issued and outstanding immediately prior to the Effective Time and each ADS were cancelled and
ceased to exist and each Reporting Person no longer beneficially owns any Ordinary Shares or ADSs.”
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
“(a)-(b) As a result of the transactions
described in Item 4, as of the date of this Amendment, each Reporting Person no longer beneficially owns any Ordinary Shares or
ADSs and, as such, each Reporting Person no longer has any voting or dispositive power over any Ordinary Shares or ADSs.
(c) Except for the transactions described
in Item 4, the Reporting Persons have not effected any transactions in the Ordinary Shares or ADSs during the past 60 days.
(d) Not applicable.
(e) As a result of the transactions
described in Item 4, as of April 8, 2016, each of the Reporting Persons ceased to be the beneficial owner of more than five
percent of any Ordinary Shares or ADSs. Therefore, this Amendment No.8 constitutes the final amendment to the Original Statement,
as amended.”
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.
Date: April 13, 2016
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SKILLGREAT LIMITED
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By:
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/s/ Dong Yu
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Name:
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Dong YU
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VANTAGE GLOBAL HOLDINGS LTD
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By:
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/s/ Dong Yu
|
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Name:
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Dong YU
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Title:
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Authorized Signatory
|
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Dong Yu
|
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By:
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/s/ Dong Yu
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Name:
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Dong YU
|
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