CUSIP No. 15911M107
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Prominence Investments Ltd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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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
British Virgin Islands
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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
10,351,270 Class A ordinary shares, represented by 5,175,635 American depositary shares of the Issuer (each American depositary share represents two Class A ordinary shares)
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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
10,351,270 Class A ordinary shares, represented by 5,175,635 American depositary shares of the Issuer (each American depositary share represents two Class A ordinary shares)
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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
10,351,270 Class A ordinary shares, represented by 5,175,635 American depositary shares of the Issuer (each American depositary share represents two Class A ordinary shares)
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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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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.92% *
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12.
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TYPE OF REPORTING PERSON
CO
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*
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For the purpose of calculating percentage ownership in this Amendment No. 4, the Reporting Persons have treated Class A ordinary shares and Class B ordinary shares as if they were the same class. The percentage is calculated based on 36,819,112 Class A ordinary shares (including Class A ordinary shares represented by American depository shares of the Issuer) and 70,250,000 Class B ordinary shares issued and outstanding as of December 31, 2015.
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CUSIP No. 15911M107
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Tao Wang
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
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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
People’s Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5.
|
SOLE VOTING POWER
10,351,270 Class A ordinary shares, represented by 5,175,635 American depositary shares of the Issuer (each American depositary share represents two Class A ordinary shares)
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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
10,351,270 Class A ordinary shares, represented by 5,175,635 American depositary shares of the Issuer (each American depositary share represents two Class A ordinary shares)
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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
10,351,270 Class A ordinary shares, represented by 5,175,635 American depositary shares of the Issuer (each American depositary share represents two Class A ordinary shares)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.92% *
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12.
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TYPE OF REPORTING PERSON
IN
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*
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For the purpose of calculating percentage ownership in this Amendment No. 4, the Reporting Persons have treated Class A ordinary shares and Class B ordinary shares as if they were the same class. The percentage is calculated based on 36,819,112 Class A ordinary shares (including Class A ordinary shares represented by American depository shares of the Issuer) and 70,250,000 Class B ordinary shares issued and outstanding as of December 31, 2015.
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ITEM 1(a).
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NAME OF ISSUER:
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Changyou.com Limited (the “Issuer”)
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ITEM 2(a).
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NAME OF PERSON FILING:
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Prominence Investments Ltd. and Tao Wang. The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.” Prominence Investments Ltd. is ultimately owned by a trust of which Tao Wang is the primary beneficiary.
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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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
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ITEM 3.
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Not Applicable
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ITEM 4.
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OWNERSHIP:
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(a)
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Amount Beneficially Owned: 10,351,270 Class A ordinary shares, represented by 5,175,635 American depositary shares of the Issuer (each American depositary share represents two Class A ordinary shares)
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(b)
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Percent of Class: 9.92%
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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:
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(ii)
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shared power to vote or to direct the vote: 0
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(iii)
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sole power to dispose or to direct the disposition of:
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(iv)
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shared power to dispose or to direct the disposition of: 0
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Prominence Investments Ltd. is the record and beneficial owner of, and has sole voting and dispositive power with respect to 10,351,270 Class A ordinary shares, represented by 5,175,635 American depositary shares of the Issuer.
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With respect to matters requiring a shareholder vote, holders of Class A ordinary shares and holders of Class B ordinary shares vote together as one class (the Reporting Persons do not hold Class B ordinary shares). Class A ordinary shares and Class B ordinary shares have identical rights with the exception of voting rights, as described below, and the Class B ordinary shares’ conversion right. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. As a result, the 10,351,270 Class A ordinary shares (represented by 5,175,635 American depositary shares of the Issuer) held by Prominence Investments Ltd. represent approximately 1.40% of the voting power of all issued and outstanding ordinary shares of the Issuer.
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For the purpose of calculating percentage ownership in this Amendment No. 4, the Reporting Persons have treated Class A ordinary shares and Class B ordinary shares as if they were the same class. The percentage is calculated based on 36,819,112 Class A ordinary shares (including Class A ordinary shares represented by American depository shares of the Issuer) and 70,250,000 Class B ordinary shares issued and outstanding as of December 31, 2015.
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Prominence Investments Ltd. is ultimately owned by a trust of which Tao Wang is the primary beneficiary. Mr. Wang may be deemed to beneficially own the 10,351,270 Class A ordinary shares, represented by 5,175,635 American depositary shares of the Issuer, which are deemed to be beneficially owned by Prominence Investments Ltd.
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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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Not applicable
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not applicable
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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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ITEM 10.
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CERTIFICATION:
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Not applicable
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Name:___________________________
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Title:____________________________
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Exhibit No.
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Description
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A
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Joint Filing Agreement
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Name:___________________________
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Title:____________________________
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