0001104659-12-009695.txt : 20120214 0001104659-12-009695.hdr.sgml : 20120214 20120214152330 ACCESSION NUMBER: 0001104659-12-009695 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: EVO CAPITAL MANAGEMENT ASIA LTD GROUP MEMBERS: EVOLUTION CDC SPV, LTD GROUP MEMBERS: EVOLUTION MASTER FUND, LTD SPC, SEGREGATED PORTFOLIO M SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CDC CORP CENTRAL INDEX KEY: 0001076770 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58465 FILM NUMBER: 12608651 BUSINESS ADDRESS: STREET 1: 11/F ING TOWER STREET 2: 308 DES VOEUX ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 85228938200 MAIL ADDRESS: STREET 1: 11/F ING TOWER STREET 2: 308 DES VOEUX ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: CHINADOTCOM CORP DATE OF NAME CHANGE: 20000830 FORMER COMPANY: FORMER CONFORMED NAME: CHINA COM CORP DATE OF NAME CHANGE: 19990113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Evolution Capital Management LLC CENTRAL INDEX KEY: 0001388294 IRS NUMBER: 331006457 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1132 BISHOP STREET, SUITE 1880 CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 1-808-441-4944 MAIL ADDRESS: STREET 1: 1132 BISHOP STREET, SUITE 1880 CITY: HONOLULU STATE: HI ZIP: 96813 SC 13G/A 1 a12-5067_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)(1)

 

CDC Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

G2022L106

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 


(1)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 (the "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. G2022L106

13G

 

 

 

1.

Name of Reporting Persons
Evolution Capital Management LLC;

Evo Capital Management Asia Limited;

Evolution CDC SPV, Ltd.;

Evolution Master Fund, Ltd SPC, Segregated Portfolio M

I.R.S. Identification No. of Above Persons (Entities Only)

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Evolution Capital Management LLC (Delaware)

Evo Capital Management Asia Limited (Hong Kong)

Evolution CDC SPV, Ltd. (Cayman Islands)

Evolution Master Fund, Ltd SPC, Segregated Portfolio M (Cayman Islands)

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
Evolution Capital Management LLC (0)

Evo Capital Management Asia Limited (0)

Evolution CDC SPV, Ltd. (0)

Evolution Master Fund, Ltd SPC, Segregated Portfolio M (0)

 

6.

Shared Voting Power:
Evolution Capital Management LLC (0)

Evo Capital Management Asia Limited (0)

Evolution CDC SPV, Ltd. (0)

Evolution Master Fund, Ltd SPC, Segregated Portfolio M (0)

 

7.

Sole Dispositive Power:
Evolution Capital Management LLC (0)

Evo Capital Management Asia Limited (0)

Evolution CDC SPV, Ltd. (0)

Evolution Master Fund, Ltd SPC, Segregated Portfolio M (0)

 

8.

Shared Dispositive Power:
Evolution Capital Management LLC (0)

Evo Capital Management Asia Limited (0)

Evolution CDC SPV, Ltd. (0)

Evolution Master Fund, Ltd SPC, Segregated Portfolio M (0)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
Evolution Capital Management LLC (0)

Evo Capital Management Asia Limited (0)

Evolution CDC SPV, Ltd. (0)

Evolution Master Fund, Ltd SPC, Segregated Portfolio M (0)

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
Evolution Capital Management LLC (0%)

Evo Capital Management Asia Limited (0%)

Evolution CDC SPV, Ltd. (0%)

Evolution Master Fund, Ltd SPC, Segregated Portfolio M (0%)

 

 

12.

Type of Reporting Person*
Evolution Capital Management LLC (OO)

Evo Capital Management Asia Limited (CO)

Evolution CDC SPV, Ltd. (CO)

Evolution Master Fund, Ltd SPC, Segregated Portfolio M (CO)

 


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

2



 

Item 1(a)

Name of Issuer:

 

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

 

 

 

Item 2(a)

Name of Person(s) Filing:

 

 

Item 2(b)

Address of Principal Business Office or, if none, Residence:

 

 

Item 2(c)

Citizenship or Place of Organization

 

 

Item 2(d)

Title of Class of Securities:

 

 

Item 2(e)

CUSIP Number:

 

 

 

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)

o

Broker or dealer registered under section 15 of the Exchange Act;

 

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act;

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act;

 

(d)

o

Investment company registered under section 8 of the Investment Company Act;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

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

 

(g)

o

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

 

(h)

o

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

 

(i)

o

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

 

(j)

o

Group, in accordance with Rule 13d–1(b)(1)(ii)(J).

 

3



 

Item 4

Ownership:

The responses of the Reporting Persons to Rows 5 through 9 and 11, starting on page 2 are incorporated herein by reference: none of the Reporting Persons are owners of 5% or more of the securities reported herein.

 

Item 5

Ownership of Five Percent or Less of a Class

The responses of the Reporting Persons to Rows 5 through 9 and 11, starting on page 2, are incorporated herein by reference.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

 

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

 

Item 8

Identification and Classification of Members of the Group

 

 

Item 9

Notice of Dissolution of Group

 

 

4



 

Item 10

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

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.

 

 

February 14, 2012

 

Date

 

 

 

EVOLUTION CAPITAL MANAGEMENT LLC

 

 

 

/s/ Richard Chisholm

 

Richard Chisholm, General Counsel

 

 

 

EVO CAPITAL MANAGEMENT ASIA LIMITED

 

 

 

By:

/s/ Gareth Phillips

 

 

Gareth Phillips, Director

 

 

 

 

 

EVOLUTION CDC SPV, LTD.

 

 

 

By:

/s/ Adrian Brindle

 

Adrian Brindle, Director

 

 

 

EVOLUTION MASTER FUND LTD. SPC, SEGREGATED PORTFOLIO M

 

 

 

/s/ Richard Chisholm

 

Richard Chisholm, Authorized Signatory

 

5