Statement of Ownership (sc 13g)
July 31 2017 - 4:45PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Zhaopin Limited
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(Name of Issuer)
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Class A Ordinary
Shares, par value $0.01 per share
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(Title of Class of Securities)
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98954L103**
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(CUSIP Number)
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July 19,
2017
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 10 Pages)
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______________________________
*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 the disclosures provided in a prior cover page.
** The Class A Ordinary Shares have no
CUSIP number. This is the CUSIP number for the Issuer's American Depositary Shares, each representing two Class A Ordinary Shares.
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).
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CUSIP No.
98954L103
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13G
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Page
2
of 10 Pages
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1
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NAME OF REPORTING PERSON
Elliott Associates, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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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
870,956
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
870,956
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,956
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No.
98954L103
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13G
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Page
3
of 10 Pages
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1
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NAME OF REPORTING PERSON
Elliott International, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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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, British West Indies
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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
1,850,780
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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
1,850,780
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,780
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No.
98954L103
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13G
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Page
4
of 10 Pages
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1
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NAME OF REPORTING PERSON
Elliott International Capital Advisors Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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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
1,850,780
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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
1,850,780
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,780
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No.
98954L103
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13G
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Page
5
of 10 Pages
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This Schedule 13G reflects the beneficial ownership of the Reporting
Persons (as defined below) as of the date hereof:
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Item 1(a).
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NAME OF ISSUER
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The name of the issuer is Zhaopin Limited (the "Issuer").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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5/F, Shoukai Square
No. 10 Furong Street, Wangjing
Chaoyang District, Beijing 100102
The People’s Republic of China
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Item 2(a).
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NAME OF PERSON FILING
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The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott Associates"), Elliott International, L.P. ("Elliott International") and its wholly-owned subsidiaries and Elliott International Capital Advisors Inc. ("International Advisors" and collectively with Elliott Associates and Elliott International, the "Reporting Persons"). Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ("Special GP"), which is controlled by Singer, are the general partners of Elliott Associates. Hambledon, Inc. ("Hambledon") is the general partner of Elliott International. International Advisors is the investment manager for Elliott International. International Advisors expressly disclaims equitable ownership of and pecuniary interest in any Class A Ordinary Shares.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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The business address of Elliott Associates, International Advisors,
Capital Advisors, Singer and Special GP is 40 West 57th Street, 30th Floor, New York, New York 10019.
The business address of Elliott International and Hambledon is c/o
Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.
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Item 2(c).
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CITIZENSHIP
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Each of Elliott Associates and Capital Advisors
is a limited partnership formed under the laws of the State of Delaware.
Elliott International is a limited
partnership formed under the laws of the Cayman Islands, British West Indies.
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CUSIP No.
98954L103
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13G
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Page
6
of 10 Pages
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International Advisors is a corporation formed
under the laws of the State of Delaware.
Special GP is a limited liability company formed
under the laws of the State of Delaware.
Hambledon is a corporation formed under the
laws of the Cayman Islands, British West Indies.
Singer is a U.S. citizen.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES
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Class A ordinary shares, par value $0.01 per share (the "Class A Ordinary Shares")
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Item 2(e).
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CUSIP NUMBER
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The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Issuer's American Depositary Shares, each representing two Class A Ordinary Shares, is 98954L103.
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 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;
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(b)
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 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 Rule 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 Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
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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;
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution:
_______________________________
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CUSIP No.
98954L103
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13G
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Page
7
of 10 Pages
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Item 4.
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OWNERSHIP
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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Elliott Associates individually beneficially owns 870,956 Class
A Ordinary Shares through The Liverpool Limited Partnership, a Bermuda limited partnership that is a wholly-owned subsidiary of
Elliott Associates ("Liverpool").
Elliott International and International Advisors together beneficially
own the 1,850,780 Class A Ordinary Shares held by Elliott International.
Elliott Associates, Elliott International and International Advisors
together beneficially own an aggregate of 2,721,736 Class A Ordinary Shares.
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(b)
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Percent of class:
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The aggregate percentage of Common Stock reported owned by each
person named herein is based upon 27,124,609 Class A Ordinary Shares outstanding, which is the total number of Class A Ordinary
Shares outstanding as of June 21, 2017 as reported in the Issuer's Schedule 13E-3 filed with the Securities and Exchange Commission
on June 21, 2017.
Elliott Associates beneficially owned 3.2% of the outstanding Class
A Ordinary Shares.
Elliott International and International Advisors owned approximately
6.8% of the outstanding Class A Ordinary Shares.
Elliott Associates, Elliott International and International Advisors'
aggregate beneficial ownership constituted approximately 10.03% of the outstanding Class A Ordinary Shares.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
Elliott Associates has sole power to vote or direct the vote of
870,956 Class A Ordinary Shares.
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(ii)
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Shared power to vote or to direct the vote
Elliott International and International Advisors together have shared
power to vote or direct the vote of 1,850,780 Class A Ordinary Shares.
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(iii)
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Sole power to dispose or to direct the disposition of
Elliott Associates has sole power to dispose or direct the disposition
of 870,956 Class A Ordinary Shares.
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CUSIP No.
98954L103
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13G
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Page
8
of 10 Pages
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(iv)
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Shared power to dispose or to direct the disposition of
Elliott International and International Advisors together have shared
power to dispose or direct the disposition of 1,850,780 Class A Ordinary Shares.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not applicable.
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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 OR CONTROL PERSON
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Elliott Associates holds its 870,956 Class A Ordinary Shares through Liverpool.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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See Exhibit A.
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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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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of his or its 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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CUSIP No.
98954L103
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13G
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Page
9
of 10 Pages
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SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: July 31, 2017
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ELLIOTT ASSOCIATES, L.P.
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By: Elliott Capital Advisors, L.P., as General Partner
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By: Braxton Associates, Inc., as General Partner
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/s/ Elliot Greenberg
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Name: Elliot Greenberg
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Title: Vice President
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ELLIOTT INTERNATIONAL, L.P.
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By: Elliott International Capital Advisors Inc., as Attorney-in-Fact
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/s/ Elliot Greenberg
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Name: Elliot Greenberg
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Title: Vice President
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ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
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/s/ Elliot Greenberg
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Name: Elliot Greenberg
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Title: Vice President
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CUSIP No.
98954L103
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13G
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Page
10
of 10 Pages
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JOINT FILING AGREEMENT
The undersigned hereby
agree that the statement on Schedule 13G with respect to the Class A Ordinary Shares of Zhaopin Limited dated July 31, 2017, and
any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant
to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
DATE: July 31, 2017
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ELLIOTT ASSOCIATES, L.P.
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By: Elliott Capital Advisors, L.P., as General Partner
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By: Braxton Associates, Inc., as General Partner
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/s/ Elliot Greenberg
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Name: Elliot Greenberg
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Title: Vice President
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ELLIOTT INTERNATIONAL, L.P.
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By: Elliott International Capital Advisors Inc., as Attorney-in-Fact
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/s/ Elliot Greenberg
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Name: Elliot Greenberg
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Title: Vice President
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ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
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/s/ Elliot Greenberg
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Name: Elliot Greenberg
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Title: Vice President
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