Schedule 13G Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OqDDT/C9Zrrz4RSJ1AXdIfAiQhgKGMTiMlxK+SMwJ6gfjC5Zi/j/c/uVJSrVCYec Brfe6v29xZcATyjE3h3pYg== 0001193125-09-017500.txt : 20090203 0001193125-09-017500.hdr.sgml : 20090203 20090203152218 ACCESSION NUMBER: 0001193125-09-017500 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090203 DATE AS OF CHANGE: 20090203 GROUP MEMBERS: ACORN COMPOSITE CORPORATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roche Robert W. CENTRAL INDEX KEY: 0001424731 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 86-21-5151-8888 MAIL ADDRESS: STREET 1: C/O ACORN INTERNATIONAL INC. STREET 2: 12F, XINYIN BUILDING, 888 YISHAN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Acorn International, Inc. CENTRAL INDEX KEY: 0001365742 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83555 FILM NUMBER: 09564813 BUSINESS ADDRESS: STREET 1: 12/F, XINYIN BUILDING, 888 YI SHAN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 BUSINESS PHONE: 8621-5464-4600 MAIL ADDRESS: STREET 1: 12/F, XINYIN BUILDING, 888 YI SHAN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Acorn International, Inc.

(Name of Issuer)

Ordinary Shares*

American Depositary Shares

(Title of Class of Securities)

004854105**

(CUSIP Number)

December 31, 2008

(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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

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.

Not for trading, but only in connection with the registration of American Depositary Shares each representing 3 ordinary shares.

This CUSIP applies to the American Depositary 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. 004854105		SCHEDULE 13G		Page 2 of 7 Pages


1		NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert W. Roche
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^* (a) ¨ (b) x
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 14,004,344 ordinary shares¹
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 14,004,344 ordinary shares¹
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,004,344 ordinary shares¹
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.9%²
12	TYPE OF REPORTING PERSON^* IN

Includes (i) 12,053,094 ordinary shares; (ii) 630,000 American Depositary Shares, each representing 3 ordinary shares, held by Acorn Composite Corporation, of which Mr. Robert W. Roche is the sole owner; and (iii) 61,250 ordinary shares issueable upon the exercise of stock appreciation rights, or SARs, held by Mr. Roche, which includes SARS vesting within 60 days of December 31, 2008.

²	Based on 88,270,618 total shares, which includes (i) 88,209,368 outstanding ordinary shares as of December 31, 2008; and (ii) 61,250 ordinary shares issuable pursuant to SARs held by Mr. Roche.


CUSIP No. 004854105		SCHEDULE 13G		Page 3 of 7 Pages


1		NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Acorn Composite Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Nevada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 13,943,094³
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 13,943,094³
		8 SHARED DISPOSITIVE POWER 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,943,094³
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.8%⁴
12	TYPE OF REPORTING PERSON^* CO

³	Includes (i) 12,053,094 ordinary shares; and (ii) 630,000 American Depositary Shares, each representing 3 ordinary shares.

⁴	Based on 88,209,368 outstanding ordinary shares as of December 31, 2008.


CUSIP No. 004854105		SCHEDULE 13G		Page 4 of 7 Pages

Item 1

(a)

Name of Issuer:

Acorn International, Inc. (“Issuer”)

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

18F, 20 Baoshiyuan Building, 487 Tianlin Lu, Shanghai 200233, People’s Republic of China

Item 2

(a)

Name of Person Filing:

Robert W. Roche

Acorn Composite Corporation

Item 2

(b)

Address of Principal Business Office or, If None, Residence; Citizenship

Robert W. Roche

c/o Acorn International Inc.

18F, 20 Baoshiyuan Building, 487 Tianlin Lu

Shanghai 200233

People’s Republic of China

Acorn Composite Corporation

350 S. Centre Street, Suite 500

Reno, NV 89501

USA

Item 2

(c)

Citizenship

Robert W. Roche - United States of America

Acorn Composite Corporation - Nevada

Item 2

(d)

Title of Class of Securities:

Ordinary shares, par value US$0.01

American Depositary Shares

Item 2

(e)

CUSIP Number:

004854105

Item 3.

Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

Not applicable.


CUSIP No. 004854105		SCHEDULE 13G		Page 5 of 7 Pages


Item 4.	Ownership

	(a)	Amount Beneficially Owned:

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:

Robert W. Roche

14,004,344 ordinary

15.9

%⁵

14,004,344 ordinary

14,004,344
ordinary
shares

Acorn Composite Corporation

13,943,094 ordinary

15.8

%⁶

13,943,094 ordinary

13,943,094

ordinary
shares


		Mr. Roche is the sole owner of Acorn Composite Corporation. Accordingly, Mr. Roche may be deemed to beneficially own all of the shares held by Acorn Composite Corporation.

Item 5.		Ownership of Five Percent or Less of a Class

		Not applicable.

Item 6.		Ownership of More Than Five Percent on Behalf of Another Person

		Not applicable.

Item 7.		Identification and Classification of 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.		Certifications

		Not applicable.

⁵	Based on 88,270,618 total shares, which includes (i) 88,209,368 outstanding ordinary shares as of December 31, 2008; and (ii) 61,250 ordinary shares issuable pursuant to SARs held by Mr. Roche, which includes SARS vesting within 60 days of December 31, 2008.

⁶	Based on 88,209,368 outstanding ordinary shares as of December 31, 2008.


CUSIP No. 004854105		SCHEDULE 13G		Page 6 of 7 Pages

SIGNATURE

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. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.

Dated: February 3, 2009


Robert W. Roche

/s/ Robert W. Roche

Acorn Composite Corporation

By:		/s/ Robert W. Roche
Name:		Robert W. Roche
Title:		Director


CUSIP No. 004854105		SCHEDULE 13G		Page 7 of 7 Pages

LIST OF EXHIBITS


Exhibit No.		Description
A		Joint Filing Agreement

EX-99.(A) 2 dex99a.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.01, of Acorn International, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.


Robert W. Roche

/s/ Robert W. Roche

Acorn Composite Corporation

By:		/s/ Robert W. Roche
Name:		Robert W. Roche
Title:		Director

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