0000950103-14-004162.txt : 20140624 0000950103-14-004162.hdr.sgml : 20140624 20140613122123 ACCESSION NUMBER: 0000950103-14-004162 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140613 DATE AS OF CHANGE: 20140613 GROUP MEMBERS: APAX EUROPE VI GP CO. LTD GROUP MEMBERS: APAX EUROPE VI GP L.P. INC GROUP MEMBERS: APAX EUROPE VI-A, L.P. GROUP MEMBERS: APAX EUROPE VII GP CO. LTD GROUP MEMBERS: APAX EUROPE VII GP L.P. INC GROUP MEMBERS: APAX EUROPE VII-1 L.P. GROUP MEMBERS: APAX EUROPE VII-A L.P. GROUP MEMBERS: APAX EUROPE VII-B L.P. GROUP MEMBERS: HUNT 6-A GP LTD GROUP MEMBERS: HUNT 6-A GUERNSEY L.P. INC GROUP MEMBERS: HUNT 7-A GP LTD GROUP MEMBERS: HUNT 7-A GUERNSEY L.P. INC GROUP MEMBERS: HUNT 7-B GUERNSEY L.P. INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SouFun Holdings Ltd CENTRAL INDEX KEY: 0001294404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85680 FILM NUMBER: 14909356 BUSINESS ADDRESS: STREET 1: F9M, BLDG 5, ZONE 4, HANWEI INTL PLAZA, STREET 2: NO. 186 SOUTH 4TH RING ROAD CITY: FENGTAI DISTRICT, BEIJING STATE: F4 ZIP: 100070 BUSINESS PHONE: (011-86) 10 56318000 MAIL ADDRESS: STREET 1: F9M, BLDG 5, ZONE 4, HANWEI INTL PLAZA, STREET 2: NO. 186 SOUTH 4TH RING ROAD CITY: FENGTAI DISTRICT, BEIJING STATE: F4 ZIP: 100070 FORMER COMPANY: FORMER CONFORMED NAME: SOUFUN HOLDINGS LTD DATE OF NAME CHANGE: 20100714 FORMER COMPANY: FORMER CONFORMED NAME: SouFun Holdings LTD DATE OF NAME CHANGE: 20040619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apax Europe VI-1 LP CENTRAL INDEX KEY: 0001333717 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13-1 VICTORIA RD STREET 2: ST PETER PORT GY1 3ZD CITY: GUERNSEY CHANNEL ISLANDS STATE: X0 ZIP: 00000 BUSINESS PHONE: 011441481713843 MAIL ADDRESS: STREET 1: 13-1 VICTORIA RD STREET 2: ST PETER PORT GY1 3ZD CITY: GUERNSEY CHANNEL ISLANDS STATE: X0 ZIP: 00000 SC 13D/A 1 dp47149_sc13da-a6.htm FORM SC 13D/A
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
 
 
Soufun Holdings Limited
(Name of Issuer)
 
 
Class A ordinary shares, par value HK$1.00 per share
(Title of Class of Securities)
 
 
836034108**
(CUSIP Number)

James C. Lin
Davis Polk & Wardwell
Hong Kong Club Building
3A Chater Road
Hong Kong
+852 2533 3368

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
June 11, 2014
(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-l(f) or 240.13d-l(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 number applies to the American Depositary Shares, evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share. No CUSIP has been assigned to the Class A 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).
 
 
 
 
CUSIP No.  836034108
13D
Page 2 of 23 Pages
 
1.
NAME OF REPORTING PERSON
 
Hunt 7-A Guernsey L.P. Inc
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
4,000,389
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
4,000,389
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,000,389
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9% (1)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(1)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 3 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Apax Europe VII-A L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
4,000,389
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
4,000,389
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,000,389
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.9% (2)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(2)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 4 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Hunt 7-B Guernsey L.P. Inc
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)  o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
7,533,059
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
7,533,059
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,533,059
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.1% (3)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(3)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 5 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Apax Europe VII-1 L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)  o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
7,533,059
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
7,533,059
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,533,059
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.1% (4)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(4)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 6 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Apax Europe VII-B L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
7,533,059
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
7,533,059
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,533,059
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.1% (5)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(5)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 7 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Apax Europe VI-1 L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
7,533,059
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
7,533,059
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,533,059
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.1% (6)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(6)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 8 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Hunt 7-A GP Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
11,533,448
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
11,533,448
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,533,448
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
20.0% (7)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(7)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 9 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Hunt 6-A Guernsey L.P. Inc
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
4,429,476
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
4,429,476
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,429,476
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.7% (8)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(8)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 10 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Hunt 6-A GP Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
4,429,476
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
4,429,476
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,429,476
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.7% (9)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(9)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 11 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Apax Europe VI-A, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
4,429,476
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
4,429,476
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,429,476
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.7% (10)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(10)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 12 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Apax Europe VI GP L.P. Inc
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
11,962,535
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
11,962,535
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,962,535
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
20.8% (11)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(11)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 13 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Apax Europe VI GP Co. Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
11,962,535
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
11,962,535
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,962,535
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
20.8% (12)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(12)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 14 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Apax Europe VII GP L.P. Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)  o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
11,533,448
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
11,533,448
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,533,448
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
20.0% (13)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(13)       Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 15 of 23 Pages

1.
NAME OF REPORTING PERSON
 
Apax Europe VII GP Co. Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
11,533,448
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
11,533,448
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,533,448
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
20.0% (14)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(14)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
CUSIP No. 836034108
13D
Page 16 of 23 Pages
 
This Amendment No. 6 (this “Amendment No. 6”) amends that certain Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2010 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on September 19, 2012 ( “Amendment No. 1”), Amendment No. 2 to the Original 13D filed with the SEC on November 29, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original 13D filed with the SEC on December 6, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original 13D filed with the SEC on January 9, 2014 (“Amendment No. 4”), Amendment No. 5 to the Original 13D filed with the SEC on June 6, 2014 (“Amendment No. 5”, and together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, the “Schedule 13D”) relating to the Class A Ordinary Shares, HK$1.00 par value per share of SouFun Holdings Limited (the “Issuer”), a Cayman Islands exempted company with limited liability.  The Issuer’s American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share, are listed on the New York Stock Exchange under the symbol “SFUN.”
 
This Amendment No. 6 is being filed to report changes to the beneficial ownership as a result of the open market acquisition of ADSs, representing Class A Ordinary Shares by one or more Reporting Persons.
 
Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used therein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
 
Item 2. Identity and Background
 
The first sentence of the second paragraph of Item 2 is hereby amended and restated as follows:
 
Each of Apax 7-A, Apax 7-B and Apax 6-A is a Guernsey limited partnership and as of the date hereof, owns 4,000,389, 7,533,059  and 4,429,476  Class A Ordinary Shares, respectively.

The last two paragraphs of Item 2 are hereby amended and restated as follows:
 
The name, business address, present principal occupation or employment and citizenship of the directors, executive officers and control persons of the Reporting Persons as of June 13, 2014 is set forth on Schedule A.
 
During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in this Item 2 (including those listed in Schedule A) (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
 
Item 4.  Purpose of Transaction
 
Item 4 is hereby amended and supplemented by adding the following at the end thereof:
 
Between June 6, 2014 and June 12, 2014 (inclusive) the Reporting Persons purchased an aggregate of 4,127,000 ADSs, representing 825,400 Class A Ordinary Shares, in open market transactions, which amount constitutes 1.43% of the outstanding Class A Ordinary Shares.
 
Item 5.  Interest in Securities of the Issuer
 
Items 5(a), (b) and (c) are hereby amended and restated as follows:
 
(a) and (b)
 
 
 
 
CUSIP No. 836034108
13D
Page 17 of 23 Pages
 
The information set forth in the cover pages of this Amendment No. 6 is incorporated herein by reference.
 
All ownership percentages set forth in this Item 5 are based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
Apax 7-A may be deemed to beneficially own 4,000,389 Class A Ordinary Shares, which amount constitutes 6.9% of the outstanding Class A Ordinary Shares.  Apax Europe VII-A, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.
 
Apax 7-B may be deemed to beneficially own 7,533,059 Class A Ordinary Shares, which amount constitutes 13.1% of the outstanding Class A Ordinary Shares.  Each of Apax Europe VII-1, L.P., Apax Europe VII-B, L.P. and Apax Europe VI-1, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.

Hunt 7-A GP Limited, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 11,533,488 Class A Ordinary Shares with Apax 7-A and Apax 7-B, which amount constitutes 20.0% of the outstanding Class A Ordinary Shares.
 
Apax 6-A may be deemed to beneficially own 4,429,476 Class A Ordinary Shares, which amount constitutes 7.7% of the outstanding Class A Ordinary Shares.  Each of Hunt 6-A GP Limited and Apax Europe VI-A, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.
 
Each of the Apax Europe VII Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 11,533,448 Class A Ordinary Shares with the Apax Europe VII Funds, which amount constitutes 20.0% of the outstanding Class A Ordinary Shares.
 
Each of the Apax Europe VI Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 11,962,535 Class A Ordinary Shares with the Apax Europe VI Funds, which amount constitutes 20.8% of the outstanding Class A Ordinary Shares.
 
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of such persons, other than Apax 7-A, Apax 7-B or Apax 6-A that it is the beneficial owner of any of the Class A Ordinary Shares referred to herein for purposes of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed.
 
(c) Other than as disclosed below, there have been no transactions in the Issuer’s shares by the Reporting Persons.

On June 6, 2014, Apax 7-A acquired 119,037 ADSs, representing 23,807 Class A Ordinary Shares, Apax 7-B acquired 224,157 ADSs, representing 44,831 Class A Ordinary Shares and Apax 6-A acquired 131,806 ADSs representing 26,361 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $11.19 per ADS, representing $55.95 per share.

On June 9, 2014, Apax 7-A acquired 263,135 ADSs representing 52,627 Class A Ordinary Shares, Apax 7-B acquired 495,505 ADSs, representing 99,101 Class A Ordinary Shares and Apax 6-A acquired 291,360 ADSs, representing 58,272 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $11.06 per ADS, representing $55.28 per share.

On June 10, 2014, Apax 7-A acquired 320,023 ADSs, representing 64,005 Class A Ordinary Shares, Apax 7-B acquired 602,628 ADSs, representing 120,526 Class A Ordinary Shares and Apax 6-A acquired 354,349 ADSs,  representing 70,870 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $10.50 per ADS, representing $52.52 per share.
 
 
 
 
CUSIP No. 836034108
13D
Page 18 of 23 Pages

On June 11, 2014, Apax 7-A acquired 250,605 ADSs, representing 50,121 Class A Ordinary Shares, Apax 7-B acquired 471,910 ADSs, representing 94,382 Class A Ordinary Shares and Apax 6-A acquired 277,485 ADSs, representing 55,497 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $10.57 per ADS, representing $52.85 per share.

On June 12, 2014, Apax 7-A acquired 81,447 ADSs, representing 16,289 Class A Ordinary Shares, Apax 7-B acquired 153,370 ADSs, representing 30,674 Class A Ordinary Shares and Apax 6-A acquired 90,183 ADSs, representing 18,037 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $9.62 per ADS, representing $48.09 per share.

 
 
 
CUSIP No. 836034108
13D
Page 19 of 23 Pages
 
SIGNATURES
 
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: June 13, 2014

 
  HUNT 7-A GUERNSEY L.P. INC
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  
 
 
  HUNT 7-B GUERNSEY L.P. INC
         
         
 
By:
 /s/ Andrew W Guille  
     Name:
Andrew W Guille
  
     Title:
Director of General Partner
  
 
 
  HUNT 7-A GP LIMITED
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director
  

 
  HUNT 6-A GUERNSEY L.P. INC
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  

 
 
 
 
CUSIP No. 836034108
13D
Page 20 of 23 Pages
 
  HUNT 6-A GP LIMITED
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director
  

 
 
BY APAX EUROPE VI GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VI GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
 
APAX EUROPE VI-A, L.P.
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  

 
 
BY APAX EUROPE VI GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VI GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
 
APAX EUROPE VI-1, L.P.
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  

 
BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
 
APAX EUROPE VII-A, L.P.
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  
 
 
 
 
CUSIP No. 836034108
13D
Page 21 of 23 Pages
 
 
BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
 
APAX EUROPE VII-B, L.P.
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  

 
BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
 
APAX EUROPE VII-1, L.P.
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  

 
  APAX EUROPE VI GP L.P. INC.
   
         
  By: Apax Europe VI GP Co. Limited, its general partner  
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  

  APAX EUROPE VI GP CO. LIMITED
         
         
 
By:
 /s/ Andrew W Guille  
     Name:
Andrew W Guille
  
     Title:
Director
  

 
 
 
 
CUSIP No. 836034108
13D
Page 22 of 23 Pages
 
  APAX EUROPE VII GP L.P. INC.
   
         
  By: Apax Europe VII GP Co. Limited, its general partner  
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director
  

  APAX EUROPE VII GP CO. LIMITED
         
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director
  
 
 
 
 
CUSIP No. 836034108
13D
Page 23 of 23 Pages
 
Schedule A
 
Name
Present Principal Occupation or Employment and Business Address
   
Jeremy Arnold 
(British citizen)
Director of Apax Europe VI GP Co. Limited
Director of Apax Europe VII GP Co. Limited
Third Floor, Royal Bank Place, 1 Glategeny Esplanade, St Peter Port, Guernsey GY1 2HJ
   
Gordon Purvis
(British citizen)
Director of Apax Europe VI GP Co. Limited
Director of Apax Europe VII GP Co. Limited
Third Floor, Royal Bank Place, 1 Glategeny Esplanade, St Peter Port, Guernsey GY1 2HJ
   
Andrew Guille  
(British citizen)
Director of Apax Europe VI GP Co. Limited
Director of Apax Europe VII GP Co. Limited
Third Floor, Royal Bank Place, 1 Glategeny Esplanade, St Peter Port, Guernsey GY1 2HJ
   
David Staples
 (British Citizen)
Director of Apax Europe VI GP Co. Limited
Director of Apax Europe VII GP Co. Limited
Third Floor, Royal Bank Place, 1 Glategeny Esplanade, St Peter Port, Guernsey GY1 2HJ
   
Simon Cresswell
(Australian citizen)
Director of Apax Europe VI GP Co. Limited
Director of Apax Europe VII GP Co. Limited
33 Jermyn Street, London SWIY 6DN
   
Nicholas Kershaw 
(British citizen)
Director of Apax Europe VI GP Co. Limited
Director of Apax Europe VII GP Co. Limited
Third Floor, Royal Bank Place, 1 Glategeny Esplanade, St Peter Port, Guernsey GY1 2HJ