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CUSIP No. 81141R100
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Schedule 13D/A
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Page
4
of 7
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This Amendment No. 5 to Schedule 13D (this Amendment No. 5) amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission (the SEC) on October 30, 2017 (as amended to date, the Schedule 13D) relating to the Class A ordinary shares, par value US$0.0005 per share (the
Class A Ordinary Shares), and American depositary shares, each representing one Class A Ordinary Share (ADSs), of Sea Limited, a limited liability company organized and existing under the laws of Cayman Islands (the
Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows.
(a) - (b)
Items 7 through 11 and 13 of each of the cover page
of the Schedule 13D for the Reporting Persons are incorporated herein by reference.
As of the date hereof:
Tencent Limited may be deemed to have beneficial ownership of an aggregate of 98,510,410 Class A Ordinary Shares, or 19.4%, including 98,510,410
Class A Ordinary Shares convertible from the same amount of Class B Ordinary Shares, held by Tencent Limited.
Tencent Limiteds sole
voting power represents 51,936,757 Class B Ordinary Shares, that are subject only to an Irrevocable Proxy (as defined below) with respect to limited matters relating to the size and/or composition of the Issuers board granted to the
founder of the Issuer (each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time subject to certain restrictions agreed upon in the Irrevocable Proxy).
Tencent Limiteds shared voting power represents 46,573,653 Class B Ordinary Shares that are subject to an Irrevocable Proxy with respect to all
matters that require shareholder vote (other than the size and/or composition of the Issuers board which is subject to a separate proxy discussed in this item below) granted to the founder of the Issuer.
Tencent Holdings is the parent company of Tencent Limited and may be deemed to beneficially own the securities held of record by Tencent Limited. Tencent
Holdings beneficial ownership also includes 1,816,833 Class A Ordinary Shares held by Huang River Investment Limited (Huang River), a wholly-owned subsidiary of Tencent Holdings, and 3,937,500 Class A Ordinary Shares
convertible from the same amount of Class B Ordinary Shares held by Tencent Growthfund, a wholly-owned subsidiary of Tencent Holdings.
Tencent
Holdings may be deemed to have beneficial ownership on an aggregate of 104,264,743 Class A Ordinary Shares, or 20.4%, including 1,816,833 Class A Ordinary Shares and 102,447,910 Class A Ordinary Shares convertible from the same amount
of Class B Ordinary Shares.
Tencent Holdings sole voting power includes (i) an aggregate of 55,874,257 Class B Ordinary Shares,
including 51,936,757 Class B Ordinary Shares held by Tencent Limited and 3,937,500 Class B Ordinary Shares held by Tencent Growthfund, that are subject only to an Irrevocable Proxy with respect to limited matters relating to the size
and/or composition of the board of directors of the Issuer granted to the founder of the Issuer (each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time subject to certain restrictions agreed upon in the
Irrevocable Proxy) and (ii) 1,816,833 Class A Ordinary Shares held by Huang River.