Amended Statement of Beneficial Ownership (sc 13d/a)
February 15 2022 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Sea Limited
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0005
per share
(Title of Class of Securities)
81141R 100**
(CUSIP Number)
Forrest Xiaodong Li
Sea Limited
1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522
+65 6270-8100
Copy to:
Yanjun Wang, Esq.
Sea Limited
1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522
+65 6270-8100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2022
(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 Rule 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 number applies to the Issuer’s
American depositary share, each representing one Class A ordinary share of the Issuer.
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.: 81141R 100
(1)
|
NAME OF REPORTING PERSONS
Forrest Xiaodong Li (“Mr. Li”)
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
(3)
|
SEC USE ONLY
|
(4)
|
SOURCE OF FUNDS*
PF
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
¨
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
96,675,135 Shares
|
(8)
|
SHARED VOTING POWER
0
|
(9)
|
SOLE DISPOSITIVE POWER
58,776,624 Shares
|
(10)
|
SHARED DISPOSITIVE POWER
0
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,675,135 Shares(1)
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%(2)
|
(14)
|
TYPE OF REPORTING PERSON*
IN
|
(1)
|
Mr. Li is deemed to beneficially own 51,147,342 Class A ordinary shares of par value US$0.0005 per share (“Class A Ordinary Shares”)
and 45,527,793 Class B ordinary shares of par value US$0.0005 per share (“Class B Ordinary Shares”). Class A Ordinary Shares
and Class B Ordinary Shares are collectively referred to as “Shares.” Each Class B Ordinary Share is convertible into one
Class A Ordinary Share, whereas Class A Ordinary Shares are not convertible into Class B Ordinary Shares.
|
(2)
|
As a percentage of 557,737,960 total issued and outstanding Shares of the Issuer as of February 14, 2022, including 512,210,167
Class A Ordinary Shares and 45,527,793 Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote per share, and each
Class B Ordinary Share is entitled to 15 votes per share. Accordingly, and based on the foregoing, the Shares beneficially owned by Mr.
Li represent approximately 59.8% of the aggregate voting power of the total issued and outstanding Shares of the Issuer.
|
CUSIP NO.: 81141R 100
(1)
|
NAME OF REPORTING PERSONS
Blue Dolphins Venture Inc (“Blue Dolphins”)
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
(3)
|
SEC USE ONLY
|
(4)
|
SOURCE OF FUNDS*
AF
|
(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
45,527,793 Shares
|
(8)
|
SHARED VOTING POWER
0
|
(9)
|
SOLE DISPOSITIVE POWER
45,527,793 Shares
|
(10)
|
SHARED DISPOSITIVE POWER
0
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,793 Shares(3)
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%(4)
|
(14)
|
TYPE OF REPORTING PERSON*
CO
|
(3) Represents 45,527,793 Class B Ordinary Shares held by the Reporting Person.
(4) As a percentage of 557,737,960 total issued and outstanding Shares of the Issuer as of February 14, 2022.
Introductory Note
This Amendment No. 5 to Schedule
13D (this “Amendment No. 5”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on
November 3, 2017, as amended by Amendment No. 1 filed on March 14, 2019, Amendment No. 2 filed on March 15, 2020, Amendment No. 3 filed
on March 10, 2021, and Amendment No. 4 filed on January 3, 2022 (the “Original Schedule 13D” and, together with this Amendment
No. 5, this “Schedule 13D”), and is being filed on behalf of Mr. Li and Blue Dolphins in respect of the Class A ordinary shares,
par value US$0.0005 per share (the “Class A Ordinary Shares”), and Class B ordinary shares, par value US$0.0005 per share
(the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Shares”), of Sea Limited,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”).
Unless otherwise stated herein,
the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 5 but not defined herein
shall have the meanings ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D
is hereby deleted in its entirety and substituted with the following:
The
information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is hereby incorporated by reference in this
Item 4.
The Reporting Persons acquired
the Class B Ordinary Shares over which they have sole dispositive power prior to the Issuer’s initial public offering, which acquisition
was financed by the personal funds of Mr. Li. These shares were acquired for investment purposes.
Mr. Li acquired the Class
A Ordinary Shares over which he has sole dispositive power through the exercise of options or vesting of restricted share units granted
under the 2009 share incentive plan of the Issuer. The option exercise price was financed by the personal funds of Mr. Li. The other Shares
covered by this Schedule 13D are deemed beneficially owned by Mr. Li due to irrevocable voting proxies granted by various shareholders
to Mr. Li.
At the annual general meeting
of shareholders of the Company held on February 14, 2022 in Singapore (the “AGM”), the Company’s shareholders approved
as a special resolution that the Company’s Eighth Amended and Restated Memorandum and Articles of Association be amended and restated
by their deletion in their entirety and by the substitution in their place of the Company’s Ninth Amended and Restated Memorandum
and Articles of Association to increase the voting power of each Class B Ordinary Share from three (3) votes to fifteen (15) votes on
all matters subject to vote at general meetings of the Company and to reflect other relevant changes (the “Special Resolution”).
Immediately upon the Special
Resolution being approved by the shareholders at the AGM, each of Tencent Holdings Ltd. and its affiliates (“Tencent”) converted
all the Class B Ordinary Shares held or beneficially owned by it to Class A Ordinary Shares. Upon effectiveness of such conversion by
Tencent, all outstanding Class B Ordinary Shares are currently beneficially owned by Mr. Li, the Issuer’s founder, Chairman and
CEO. At the same time, the Irrevocable Proxy between Tencent and Mr. Li dated September 1, 2017 was also terminated.
Other
than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any
of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may, at any
time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.
Item 5. Interest in Securities of the Issuer.
Item 5(a), (b) and (c) of
the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The below table sets forth
Mr. Li and Blue Dolphins’ beneficial ownership as of February 14, 2022, the latest practicable date for determining their beneficial
ownership:
|
|
|
|
|
|
|
Number of shares as to which such person has:
|
Name of
Reporting
Person
|
|
Amount
Beneficially
Owned
|
|
Percent of
Class
|
|
|
Sole Power to
Vote or
Direct the
Vote
|
|
Shared
Power to
Vote or to
Direct the
Vote
|
|
|
Sole Power to
Dispose or to
Direct the
Disposition of
|
|
Shared
Power to
Dispose or to
Direct the
Disposition of
|
|
Mr. Li
|
|
96,675,135 Shares(1)
|
|
|
16.4
|
%(2)
|
|
96,675,135 Shares
|
|
|
0
|
|
|
58,776,624 Shares
|
|
|
0
|
|
Blue Dolphins
|
|
45,527,793 Shares(3)
|
|
|
8.2
|
%(2)
|
|
45,527,793 Shares
|
|
|
0
|
|
|
45,527,793 Shares
|
|
|
0
|
|
|
(1)
|
The amount beneficially owned by Mr. Li includes (i) 45,527,793 Class B Ordinary Shares held by Blue Dolphins, (ii) 648,831 Class A Ordinary
Shares beneficially owned by Mr. Li (including through an entity solely owned and controlled by Mr. Li), (iii) 12,600,000 Class A Ordinary
Shares issuable upon exercise of options held by Mr. Li within 60 days from February 14, 2022, and (iv) an aggregate of 37,898,511 Class
A Ordinary Shares over which Mr. Li has received irrevocable voting proxies from the respective owners of such shares (namely, certain
directors and employees of the Issuer, certain affiliates of employees of the Issuer, Garena ESOP Program (PTC) Limited and a family
member of Mr. Li), including 19,532,365 Class A Ordinary Shares issuable upon exercise of options within 60 days from February 14, 2022
and 242,097 Class A Ordinary Shares issuable upon vesting of restricted share units within 60 days from February 14, 2022.
|
(2)
|
As a percentage of 557,737,960 total issued and outstanding Shares of the Issuer as of February 14, 2022, including 512,210,167 Class
A Ordinary Shares and 45,527,793 Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote per share, and each Class
B Ordinary Share is entitled to 15 votes per share. Accordingly, and based on the foregoing, the Shares beneficially owned by Mr. Li
represent approximately 59.8% of the aggregate voting power of the total issued and outstanding Shares of the Issuer.
|
(3)
|
Represents 45,527,793 Class B Ordinary Shares held by Blue Dolphins.
|
Changes in the Reporting Persons’
beneficial ownership during the 60-day period prior to February 14, 2022 (the date of event of this Amendment No. 5) included:
|
(i)
|
sale of 20,000 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average
price of US$220.1 per share in open market transactions pursuant to the Plan on December 21, 2021;
|
|
(ii)
|
vesting of 135 restricted share units granted to Mr. Li under the 2009 share incentive plan of the
Issuer on January 31, 2022; and
|
|
(iii)
|
changes in the number of Class A Ordinary Shares subject to the irrevocable voting proxies granted by
certain directors and employees of the Issuer, certain affiliates of employees, Garena ESOP Program (PTC) Limited and a family member
of Mr. Li.
|
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and
to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and
correct.
Dated: February 15, 2022
Forrest Xiaodong Li
|
/s/ Forrest
Xiaodong Li
|
|
|
Blue Dolphins Venture Inc
|
By:
|
/s/ Forrest
Xiaodong Li
|
|
Name:
|
Forrest Xiaodong Li
|
|
Title:
|
Director
|
[Signature Page to Schedule 13D/A]
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