0000950103-12-000708.txt : 20120213 0000950103-12-000708.hdr.sgml : 20120213 20120213063124 ACCESSION NUMBER: 0000950103-12-000708 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND II ASSOCIATES L.P. GROUP MEMBERS: IDG-ACCEL CHINA GROWTH FUND II L.P. GROUP MEMBERS: IDG-ACCEL CHINA INVESTORS II L.P. GROUP MEMBERS: QUAN ZHOU FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McGovern Patrick J CENTRAL INDEX KEY: 0001491504 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O IDG VC MANAGEMENT LTD. STREET 2: UNIT 1509, THE CENTER, 99 QUEEN'S RD CITY: CENTRAL STATE: K3 ZIP: - SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KONGZHONG CORP CENTRAL INDEX KEY: 0001285137 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] 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: 005-80458 FILM NUMBER: 12595111 BUSINESS ADDRESS: STREET 1: 35F, TENGDA TOWER, STREET 2: NO. 168 XIWAI ST. CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100044 BUSINESS PHONE: (8610) 8857-5892 MAIL ADDRESS: STREET 1: 35F, TENGDA TOWER, STREET 2: NO. 168 XIWAI ST. CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100044 SC 13G/A 1 dp28649_sc13ga-kong.htm FORM SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
 
(Amendment No. 4)*
 
KONGZHONG CORPORATION
(Name of Issuer)
 
Ordinary Shares, Par Value US$0.0000005 Per Share (“Shares”) and
American Depositary Shares (“ADS”)1
(Title of Class of Securities)
 
50047P1042
(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)
þ Rule 13d-1(c)
o 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.
 
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).
 
 
1 Each American Depositary Share represents 40 Shares.
2 This CUSIP number applies to the Issuer’s American Depositary Shares.
 
 
Page 1 of 12
 
 
 
CUSIP No.
 
50047P104
1.
Names of Reporting Persons
IDG-Accel China Growth Fund II L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Cayman Islands
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
66,556,800 Shares and 517,224 ADSs, each representing 40 Shares(1)
 
6.
 
Shared Voting Power
5,443,200 Shares and 42,305 ADSs, each representing 40 Shares(2)
 
7.
 
Sole Dispositive Power
66,556,800 Shares and 517,224 ADSs, each representing 40 Shares(1)
 
8.
 
Shared Dispositive Power
5,443,200 Shares and 42,305 ADSs, each representing 40 Shares(2)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)               o
 
11.
Percent of Class Represented by Amount in Row (9)
6.2%(3)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund II Associates L.P., IDG-Accel China Growth Fund GP II Associates Ltd., Patrick J. McGovern and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) IDG-Accel China Investors II L.P. is the record owner of these securities. The Reporting Person and IDG-Accel China Investors II L.P. have the same ultimate general partner, IDG-Accel China Growth Fund GP II Associates Ltd. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with IDG-Accel China Investors II L.P. and thus share voting and dispositive power with respect to these securities.
 
(3) Based upon 1,510,906,573 Shares outstanding as of December 31, 2010 as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010 filed on June 27, 2011.
 
 
Page 2 of 12
 

CUSIP No.
 
50047P104
1.
Names of Reporting Persons
IDG-Accel China Growth Fund II Associates L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Cayman Islands
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
66,556,800 Shares and 517,224 ADSs, each representing 40 Shares(1)
 
6.
 
Shared Voting Power
5,443,200 Shares and 42,305 ADSs, each representing 40 Shares(2)
 
7.
 
Sole Dispositive Power
66,556,800 Shares and 517,224 ADSs, each representing 40 Shares(1)
 
8.
 
Shared Dispositive Power
5,443,200 Shares and 42,305 ADSs, each representing 40 Shares(2)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)               o
 
11.
Percent of Class Represented by Amount in Row (9)
6.2%(3)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) The record owner of these securities is IDG-Accel China Growth Fund II L.P. By virtue of being the general partner of IDG-Accel China Growth Fund II L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) IDG-Accel China Investors II L.P. is the record owner of these securities. The Reporting Person and IDG-Accel China Investors II L.P. have the same general partner, IDG-Accel China Growth Fund GP II Associates Ltd. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with IDG-Accel China Investors II L.P. and thus share voting and dispositive power with respect to these securities.
 
(3) Based upon 1,510,906,573 Shares outstanding as of December 31, 2010 as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010 filed on June 27, 2011.
 
 
Page 3 of 12
 

CUSIP No.
 
50047P104
1.
Names of Reporting Persons
IDG-Accel China Growth Fund GP II Associates Ltd.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Cayman Islands
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares(1)
 
6.
 
Shared Voting Power
0
 
7.
 
Sole Dispositive Power
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares(1)
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)               o
 
11.
Percent of Class Represented by Amount in Row (9)
6.2%(2)
 
12.
Type of Reporting Person (See Instructions)
CO
 

(1) Including 66,556,800 Shares and 517,224 ADSs of which the record owner is IDG-Accel China Growth Fund II L.P. and 5,443,200 Shares and 42,305 ADSs of which the record owner is IDG-Accel China Investors II L.P. By virtue of being the ultimate general partner of both record owners, the Reporting Person may be deemed to have sole voting and dispositive power with respect to all these securities.
 
(2) Based upon 1,510,906,573 Shares outstanding as of December 31, 2010 as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010 filed on June 27, 2011.
 
 
Page 4 of 12
 

CUSIP No.
 
50047P104
1.
Names of Reporting Persons
IDG-Accel China Investors II L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Cayman Islands
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
5,443,200 Shares and 42,305 ADSs, each representing 40 Shares(1)
 
6.
 
Shared Voting Power
66,556,800 Shares and 517,224 ADSs, each representing 40 Shares(2)
 
7.
 
Sole Dispositive Power
5,443,200 Shares and 42,305 ADSs, each representing 40 Shares(1)
 
8.
 
Shared Dispositive Power
66,556,800 Shares and 517,224 ADSs, each representing 40 Shares(2)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)               o
 
11.
Percent of Class Represented by Amount in Row (9)
6.2%(3)
 
12.
Type of Reporting Person (See Instructions)
PN
 
 
(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund GP II Associates Ltd., Patrick J. McGovern and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
 
(2) IDG-Accel China Growth Fund II L.P. is the record owner of these securities. IDG-Accel China Growth Fund II L.P. and the Reporting Person have the same ultimate general partner, IDG-Accel China Growth Fund GP II Associates Ltd. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with IDG-Accel China Growth Fund II L.P. and thus share voting and dispositive power with respect to these securities.
 
(3) Based upon 1,510,906,573 Shares outstanding as of December 31, 2010 as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010 filed on June 27, 2011.
 
 
Page 5 of 12
 

CUSIP No.
 
50047P104
1.
Names of Reporting Persons
Patrick J. McGovern
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares(1)
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares(1)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)               o
 
11.
Percent of Class Represented by Amount in Row (9)
6.2%(2)
 
12.
Type of Reporting Person (See Instructions)
IN
 

(1) Including 66,556,800 Shares and 517,224 ADSs of which the record owner is IDG-Accel China Growth Fund II L.P. and 5,443,200 Shares and 42,305 ADSs of which the record owner is IDG-Accel China Investors II L.P. The ultimate general partner of both record owners is IDG-Accel China Growth Fund GP II Associates Ltd., of which the Reporting Person and Quan Zhou are directors. By virtue of acting together to direct the management and operations of IDG-Accel China Growth Fund GP II Associates Ltd., the Reporting Person and Quan Zhou may be deemed to have shared voting and dispositive power with respect to all these securities.
 
(2) Based upon 1,510,906,573 Shares outstanding as of December 31, 2010 as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010 filed on June 27, 2011.
 
 
Page 6 of 12
 


CUSIP No.
 
50047P104
1.
Names of Reporting Persons
Quan Zhou
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
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
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares(1)
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares(1)
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
72,000,000 Shares and 559,529 ADSs, each representing 40 Shares
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)               o
 
11.
Percent of Class Represented by Amount in Row (9)
6.2%(2)
 
12.
Type of Reporting Person (See Instructions)
IN
 

(1) Including 66,556,800 Shares and 517,224 ADSs of which the record owner is IDG-Accel China Growth Fund II L.P. and 5,443,200 Shares and 42,305 ADSs of which the record owner is IDG-Accel China Investors II L.P. The ultimate general partner of both record owners is IDG-Accel China Growth Fund GP II Associates Ltd., of which the Reporting Person and Patrick J. McGovern are directors. By virtue of acting together to direct the management and operations of IDG-Accel China Growth Fund GP II Associates Ltd., the Reporting Person and Patrick J. McGovern may be deemed to have shared voting and dispositive power with respect to all these securities.
 
(2) Based upon 1,510,906,573 Shares outstanding as of December 31, 2010 as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2010 filed on June 27, 2011.
 
 
Page 7 of 12
 

 
Item 1(a).  Name of Issuer
 
KongZhong Corporation
 
Item 1(b).  Address of Issuer’s Principal Executive Offices
 
35th Floor, Tengda Plaza
No. 168, Xizhimenwai Street
Beijing, China, 100044
 
Item 2(a).  Name of Persons Filing
 
 
1.  
IDG-Accel China Growth Fund II L.P.
 
2.  
IDG-Accel China Growth Fund II Associates L.P.
 
3.  
IDG-Accel China Growth Fund GP II Associates Ltd.
 
4.  
IDG-Accel China Investors II L.P.
 
5.  
Patrick J. McGovern
 
6.  
Quan Zhou
 
The above persons have agreed that this statement may be filed by IDG-Accel China Growth Fund II L.P. (“IDG Fund LP”) and IDG-Accel China Investors II L.P. (“IDG Investors LP”) on behalf of all of them jointly pursuant to Rule 13d-1(k). A copy of such agreement is attached as an exhibit to this statement.
 
IDG Fund LP is a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG Fund LP is IDG-Accel China Growth Fund II Associates L.P. (“IDG Associates LP”), a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG Associates LP is IDG-Accel China Growth Fund GP II Associates Ltd. (“IDG GP”), a limited liability company incorporated under laws of the Cayman Islands. IDG Investors LP is a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG Investors LP is IDG GP. The directors of IDG GP are Patrick J. McGovern and Quan Zhou.
 
Item 2(b).  Address of Principal Business Office or, If None, Residence
 
For all reporting persons:
 
c/o IDG VC Management Ltd.
Unit 1509, The Center
99 Queen’s Road
Central, Hong Kong
 
Item 2(c).  Citizenship
 
Patrick J. McGovern and Quan Zhou are each a citizen of the United States of America. IDG Fund LP, IDG Associates LP, IDG GP and IDG Investors LP are each organized under laws of the Cayman Islands.
 
Item 2(d).  Title of Class of Securities
 
Ordinary shares, par value $0.0000005 per share (“Shares”)
 
Item 2(e).  CUSIP No.
 
50047P104
 
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 Act (15 U.S.C. 78o);
 
 
Page 8 of 12
 
 
 
(b) 
o  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
(c) 
o  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
 
(d) 
o  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
 
(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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(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 of 1940 (15 U.S.C. 80a-3);
 
 
(j) 
o  A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J);
 
 
(k) 
o  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
 
The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.
 
Item 5.  Ownership of 5 Percent or Less of a Class
 
N/A.
 
Item 6. Ownership of More Than 5 Percent on Behalf of Another Person
 
 N/A.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
 
N/A.
 
Item 8.  Identification and Classification of Members of the Group
 
N/A.
 
Item 9.  Notice of Dissolution of Group
 
N/A.
 
Item 10.  Certifications
 
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §240.14a-11.
 

 
Page 9 of 12
 
 
 
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.
 
Dated: February 13, 2012
 
 
IDG-ACCEL CHINA GROWTH FUND II L.P.
By: IDG-Accel China Growth Fund II Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
 
 
  
 
By:
/s/ Quan ZHOU
  
   
Name: Quan ZHOU
  
   
Title: Authorized Signatory
  
     
     
 
IDG-ACCEL CHINA INVESTORS II L.P.
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
 
 
  
       
 
By:
/s/ Quan ZHOU
  
   
Name: Quan ZHOU
  
   
Title: Authorized Signatory
  
 
 
 
Page 10 of 12
 
 
 
Joint Filing Agreement
 
 
We, the undersigned, hereby agree that the Statement on Schedule 13G/A in connection with the securities of KongZhong Corporation to which this Agreement is an Exhibit, and any amendment thereafter signed by each of the undersigned, may be filed by IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
 
Page 11 of 12
 
 
Dated: February 13, 2012
 
 
IDG-ACCEL CHINA GROWTH FUND II L.P.
By: IDG-Accel China Growth Fund II Associates L.P.,
its General Partner
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
 
 
  
 
By:
/s/ Quan ZHOU
  
   
Name: Quan ZHOU
  
   
Title: Authorized Signatory
  
     
     
 
IDG-ACCEL CHINA INVESTORS II L.P.
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
 
 
  
 
By:
/s/ Quan ZHOU
  
   
Name: Quan ZHOU
  
   
Title: Authorized Signatory
  
     
     
 
IDG-ACCEL CHINA GROWTH FUND II ASSOCIATES L.P.
By: IDG-Accel China Growth Fund GP II Associates Ltd.,
its General Partner
 
 
  
 
By:
/s/ Quan ZHOU
  
   
Name: Quan ZHOU
  
   
Title: Authorized Signatory
  
     
     
 
IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD.
  
     
     
 
By:
/s/ Quan ZHOU
  
   
Name: Quan ZHOU
  
   
Title: Authorized Signatory
  
     
     
 
PATRICK J. MCGOVERN
  
     
     
 
By:
/s/ Patrick J. McGovern
  
     
     
 
QUAN ZHOU
  
     
     
 
By:
/s/ Quan ZHOU
  
 
 
Page 12 of 12