0000902664-14-001047.txt : 20140214 0000902664-14-001047.hdr.sgml : 20140214 20140214101506 ACCESSION NUMBER: 0000902664-14-001047 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iSoftStone Holdings Ltd CENTRAL INDEX KEY: 0001500308 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85929 FILM NUMBER: 14611916 BUSINESS ADDRESS: STREET 1: EAST BLDG. 16, COURTYARD #10 STREET 2: XIBEIWANG EAST ROAD, HAIDIAN DISTRICT CITY: Beijing STATE: F4 ZIP: 100193 BUSINESS PHONE: (86-10) 5874-9000 MAIL ADDRESS: STREET 1: EAST BLDG. 16, COURTYARD #10 STREET 2: XIBEIWANG EAST ROAD, HAIDIAN DISTRICT CITY: Beijing STATE: F4 ZIP: 100193 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONE PINE CAPITAL LLC CENTRAL INDEX KEY: 0001061165 IRS NUMBER: 061484476 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLZ STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036181400 MAIL ADDRESS: STREET 1: TWO GREENWICH PLZ STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 p14-0150sc13ga.htm ISOFTSTONE HOLDINGS LTD
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 

iSoftStone Holdings Ltd

(Name of Issuer)
 

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)
 

46489B108**

(CUSIP Number)
 

December 31, 2013

(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)
 
(Page 1 of 8 Pages)

 

______________________________

*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 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).

 

** There is no CUSIP number assigned to the Ordinary Shares of the Issuer (as defined below). CUSIP number 46489B108 has been assigned to the American Depositary Shares (“ADS”) of the Issuer, which are quoted on The New York Stock Exchange under the symbol “ISS.” Each ADS represents 10 Ordinary Shares.

 
CUSIP No. 46489B10813G/APage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Lone Dragon Pine, L.P.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0 Ordinary Shares.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0 Ordinary Shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 Ordinary Shares.

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. 46489B10813G/APage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Lone Pine Capital LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0 Ordinary Shares.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0 Ordinary Shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 Ordinary Shares.

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

OO

         
 
CUSIP No. 46489B10813G/APage 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

Stephen F. Mandel, Jr.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0 Ordinary Shares.

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0 Ordinary Shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 Ordinary Shares.

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 
CUSIP No. 46489B10813G/APage 5 of 8 Pages

Item 1(a). NAME OF ISSUER  
  iSoftStone Holdings Ltd (the “Issuer”)  
     
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES  
 

East Bldg. 16, Courtyard #10

Xibeiwang East Road, Haidian District

Beijing 100193, People’s Republic of China

  
     
Item 2(a). NAME OF PERSON FILING  
     
  This statement is filed by:  
     
  Lone Dragon Pine, L.P., a Delaware limited partnership (“Lone Dragon Pine”), with respect to the Ordinary Shares (as defined in Item 2(d) below) directly held by it;    
     
  Lone Pine Capital LLC, a Delaware limited liability company (“Lone Pine Capital”), which serves as investment manager to Lone Dragon Pine and Lone Himalayan Pine Master Fund, Ltd., a Cayman Islands exempted company (“Lone Himalayan Pine Master Fund”, and together with Lone Dragon Pine the “Lone Pine Funds”), with respect to the Ordinary Shares directly held by each of the Lone Pine Funds; and  
     
  Stephen F. Mandel, Jr. (“Mr. Mandel”), the managing member of Lone Pine Managing Member LLC, which is the Managing Member of Lone Pine Capital, with respect to the Ordinary Shares directly held by each of the Lone Pine Funds.  
     
  The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”.  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.  
     
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE  
  The address of the business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, Connecticut 06830.  
     
  Item 2(c). CITIZENSHIP  
    Lone Dragon Pine is a limited partnership organized under the laws of the State of Delaware.  Lone Pine Capital is a limited liability company organized under the laws of the State of Delaware.  Mr. Mandel is a United States citizen.  
       
Item 2(d). TITLE OF CLASS OF SECURITIES
  Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”)
   
Item 2(e). CUSIP NUMBER  
 

46489B108**

** There is no CUSIP number assigned to the Ordinary Shares of the Issuer. CUSIP number 46489B108 has been assigned to the ADS of the Issuer, which are quoted on The New York Stock Exchange under the symbol “ISS.” Each ADS represents 10 Ordinary Shares.

  

 

 
CUSIP No. 46489B10813G/APage 6 of 8 Pages

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________ 

 

Item 4. OWNERSHIP

 

  A. Lone Dragon Pine, L.P., Lone Pine Capital LLC and Stephen F. Mandel, Jr.
    (a)

Amount beneficially owned: 0 Ordinary Shares

    (b) Percent of class: 0%.
    (c) (i) Sole power to vote or direct the vote: -0-
      (ii) Shared power to vote or direct the vote: 0 Ordinary Shares
      (iii) Sole power to dispose or direct the disposition: -0-
      (iv) Shared power to dispose or direct the disposition: 0 Ordinary Shares
   
 
CUSIP No. 46489B10813G/APage 7 of 8 Pages

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  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].

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
  Not applicable

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable

 

Item 10. CERTIFICATION  
     
  Each of the Reporting Persons hereby makes the following certification:
   
  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.

  

 
CUSIP No. 46489B10813G/APage 8 of 8 Pages

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: February 14, 2014

 

     
        
      By:  /s/ Stephen F. Mandel, Jr.
      Stephen F. Mandel, Jr., individually and as
      Managing Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC