t76736_sc13d.htm
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, DC 20549 |
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SCHEDULE 13D/A |
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment
No. 1 )*
Pactera Technology International Ltd.
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(Name of Issuer)
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Common shares, par value $0.00139482 per share
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(Title of Class of Securities)
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6952551091
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(CUSIP Number)
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GGV Capital
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2494 Sand Hill Road, Suite 100
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Menlo Park, California 94025
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United States of America
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Telephone: 650-475-2150
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September
12, 2013
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(Date of Event Which Requires Filing of this Statement)
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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-1(f) or 240.13d-1(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.
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).
1 This CUSIP number applies to the Issuer’s American Depositary Shares, each representing one common share of the Issuer.
CUSIP No. 695255109
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Page 2 of 24 Pages
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1.
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Names of Reporting Persons
Granite Global Ventures (Q.P.) L.P.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO – See Item 3
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
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6.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,444,138 (1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,444,138 (1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,444,138 (1)(2)(3)
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent of Class Represented by Amount in Row (11)
2.9%(4)
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14.
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Type of Reporting Person
PN
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(1) Includes 2,403,078 Common Shares (as defined below) held by Granite Global Ventures (Q.P.) L.P. (“GGV”) and 41,060 Common Shares held by Granite Global Ventures L.P. (“GGV LP” and, together with GGV, the “GGV Entities”). Granite Global Ventures L.L.C. (“GGV GP”) is the sole general partner of GGV and GGV LP. As such, GGV GP possesses the power to direct the voting and disposition of shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV GP owns no securities of the Issuer directly. Messrs. Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Anthony Sun and Ray Rothrock (collectively, the “GGV Committee Members”) are members of the investment committee of GGV GP. As such, the GGV Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. The GGV Committee Members own no securities of the Issuer directly. See Item 5.
(2) Excludes from the Common Shares described in footnote (1) above (i) 2,131,095 Common Shares and 1,217,491 Common Shares represented by ADSs held by Granite Global Ventures II L.P. (“GGV II”) and (ii) 44,602 Common Shares and 25,492 Common Shares represented by ADSs held by GGV II Entrepreneurs Fund L.P. (“GGV II EF” and together with GGV II, the “GGV II Entities”). The GGV Entities and GGV GP expressly disclaim beneficial ownership of any Common Shares beneficially owned by the GGV II Entities and GGV II GP and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the GGV II Entities and Granite Global Ventures II L.L.C. (“GGV II GP”), the sole general partner of each of the GGV II Entities. See Items 4, 5 and 6.
(3)
Excludes 7,042,131 Common Shares beneficially owned by Messrs. Chris Shuning
Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su, Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li, Minggang Feng,
and Ms. He Jin (collectively, “Pactera Management”). Pactera Management has entered into a Consortium Agreement
(as defined below) with the Sponsor (as defined below) to pursue the Transaction (as defined below). The GGV II Entities,
by entering into the Investment Agreement (as defined below) with the Sponsor, have also proposed to participate in the Transaction.
The Reporting Persons (as defined below) expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera
Management, and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act)
with Pactera Management. See Items 4, 5 and 6.
(4)
Based on 85,649,706 Common Shares outstanding as of June 30, 2013 based
on the Issuer’s current report on Form 6-K filed with the SEC (as defined below) on August 19, 2013.
CUSIP No. 695255109
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Page 3 of 24 Pages
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1.
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Names of Reporting Persons
Granite Global Ventures L.P.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO – See Item 3
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
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6.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,444,138 (1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,444,138 (1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,444,138 (1)(2)(3)
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent of Class Represented by Amount in Row (11)
2.9%(4)
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14.
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Type of Reporting Person
PN
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(1) Includes 2,403,078 Common Shares held by GGV and 41,060 Common Shares held by GGV LP. GGV GP is the sole general partner of GGV and GGV LP. As such, GGV GP possesses the power to direct the voting and disposition of shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV GP owns no securities of the Issuer directly. The GGV Committee Members are members of the investment committee of GGV GP. As such, the GGV Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. The GGV Committee Members own no securities of the Issuer directly. See Item 5.
(2) Excludes from the Common Shares described in footnote (1) above 3,418,680 Common Shares beneficially owned by the GGV II Entities and GGV II GP. The GGV Entities and GGV GP expressly disclaim beneficial ownership of any Common Shares beneficially owned by the GGV II Entities and GGV II GP and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the GGV II Entities and GV II GP. See Items 4, 5 and 6.
(3)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(4)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
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Page 4 of 24 Pages
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1.
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Names of Reporting Persons
Granite Global Ventures L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO – See Item 3
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
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6.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,444,138 (1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,444,138 (1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,444,138 (1)(2)(3)
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent of Class Represented by Amount in Row (11)
2.9%(4)
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14.
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Type of Reporting Person
OO
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(1) Includes 2,403,078 Common Shares held by GGV and 41,060 Common Shares held by GGV LP. GGV GP is the sole general partner of GGV and GGV LP. As such, GGV GP possesses the power to direct the voting and disposition of shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV GP owns no securities of the Issuer directly. The GGV Committee Members are members of the investment committee of GGV GP. As such, the GGV Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. The GGV Committee Members own no securities of the Issuer directly. See Item 5.
(2) Excludes from the Common Shares described in footnote (1) above 3,418,680 Common Shares beneficially owned by the GGV II Entities and GGV II GP. The GGV Entities and GGV GP expressly disclaim beneficial ownership of any Common Shares beneficially owned by the GGV II Entities and GGV II GP and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the GGV II Entities and GV II GP. See Items 4, 5 and 6.
(3)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(4)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
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Page 5 of 24 Pages
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1.
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Names of Reporting Persons
Granite Global Ventures II L.P.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO – See Item 3
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
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6.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,418,680 (1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,418,680 (1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,418,680 (1)(2)(3)
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent of Class Represented by Amount in Row (11)
4.0%(4)
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14.
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Type of Reporting Person
PN
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(1) Includes 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs (as defined below) held by GGV II and (ii) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held directly by GGV II EF. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV Committee Members and Messrs. Glenn Solomon and Jixun Foo and Ms. Jenny Lee (collectively, the “GGV II Committee Members”) are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV II Committee Members own no securities of the Issuer directly. See Item 5.
(2) Excludes from the Common Shares described in footnote (1) above 2,444,138 Common Shares beneficially owned by the GGV Entities and GGV GP. The GGV II Entities and GGV II GP expressly disclaim beneficial ownership of any Common Shares beneficially owned by the GGV Entities and GGV GP and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the GGV Entities and GGV GP. See Items 5 and 6.
(3)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(4)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
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Page 6 of 24 Pages
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1.
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Names of Reporting Persons
GGV II Entrepreneurs Fund L.P.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO – See Item 3
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
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6.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole Voting Power
0
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8.
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Shared Voting Power
3,418,680 (1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,418,680 (1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,418,680 (1)(2)(3)
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent of Class Represented by Amount in Row (11)
4.0%(4)
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14.
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Type of Reporting Person
PN
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(1) Includes 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II and (ii) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held directly by GGV II EF. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV Committee Members and the GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV II Committee Members own no securities of the Issuer directly. See Item 5.
(2) Excludes from the Common Shares described in footnote (1) above 2,444,138 Common Shares beneficially owned by the GGV Entities and GGV GP. The GGV II Entities and GGV II GP expressly disclaim beneficial ownership of any Common Shares beneficially owned by the GGV Entities and GGV GP and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the GGV Entities and GGV GP. See Items 5 and 6.
(3)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(4)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
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Page 7 of 24 Pages
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1.
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Names of Reporting Persons
Granite Global Ventures II L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group
|
|
|
(a)
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o
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|
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(b)
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x
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|
3.
|
SEC Use Only
|
|
4.
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Source of Funds
OO – See Item 3
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|
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
|
|
6.
|
Citizenship or Place of Organization
Delaware, United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
3,418,680 (1)(2)(3)
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
3,418,680 (1)(2)(3)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,418,680 (1)(2)(3)
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.0%(4)
|
|
14.
|
Type of Reporting Person
OO
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|
|
|
|
|
|
|
|
(1) Includes 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II and (ii) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held directly by GGV II EF. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV Committee Members and the GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV Committee Members and the GGV II Committee Members own no securities of the Issuer directly. See Item 5.
(2) Excludes from the Common Shares described in footnote (1) above 2,444,138 Common Shares beneficially owned by the GGV Entities and GGV GP. The GGV II Entities and GGV II GP expressly disclaim beneficial ownership of any Common Shares beneficially owned by the GGV Entities and GGV GP and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the GGV Entities and GGV GP. See Items 5 and 6.
(3)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(4)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
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Page 8 of 24 Pages
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|
1.
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Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds
OO – See Item 3
|
|
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
|
|
6.
|
Citizenship or Place of Organization
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
5,862,818 (1)(2)
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.8%(3)
|
|
14.
|
Type of Reporting Person
IN
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|
|
(1) Includes (i) 2,403,078 Common Shares held directly by GGV, (ii) 41,060 Common Shares held directly by GGV LP, (iii) 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II, and (iv) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held by GGV II EF. GGV GP is the sole general partner of GGV and GGV LP. As such, GGV GP possesses the power to direct the voting and disposition of shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV GP owns no securities of the Issuer directly. The GGV Committee Members are members of the investment committee of GGV GP. As such, the GGV Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV Committee Members and GGV II Committee Members own no securities of the Issuer directly.
(2)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(3)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
|
|
Page 9 of 24 Pages
|
|
|
1.
|
Names of Reporting Persons
Anthony Sun
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds
OO – See Item 3
|
|
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
5,862,818 (1)(2)
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
5,862,818(1)(2)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,862,818 (1)(2)
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.8%(3)
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
|
(1) Includes (i) 2,403,078 Common Shares held directly by GGV, (ii) 41,060 Common Shares held directly by GGV LP, (iii) 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II, and (iv) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held by GGV II EF. GGV GP is the sole general partner of GGV and GGV LP. As such, GGV GP possesses the power to direct the voting and disposition of shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV GP owns no securities of the Issuer directly. The GGV Committee Members are members of the investment committee of GGV GP. As such, the GGV Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV Committee Members and GGV II Committee Members own no securities of the Issuer directly.
(2)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(3)
Based on 85,649,706 Common Shares outstanding as of June 30, 2013
based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
|
|
Page 10 of 24 Pages
|
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds
OO – See Item 3
|
|
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
|
|
6.
|
Citizenship or Place of Organization
Canada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
5,862,818 (1)(2)
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
5,862,818(1)(2)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,862,818 (1)(2)
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.8%(3)
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
|
(1) Includes (i) 2,403,078 Common Shares held directly by GGV, (ii) 41,060 Common Shares held directly by GGV LP, (iii) 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II, and (iv) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held by GGV II EF. GGV GP is the sole general partner of GGV and GGV LP. As such, GGV GP possesses the power to direct the voting and disposition of shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV GP owns no securities of the Issuer directly. The GGV Committee Members are members of the investment committee of GGV GP. As such, the GGV Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV Committee Members and GGV II Committee Members own no securities of the Issuer directly.
(2)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(3)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
|
|
Page 11 of 24 Pages
|
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds
OO – See Item 3
|
|
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
5,862,818(1)(2)
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
5,862,818 (1)(2)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,862,818 (1)(2)
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.8%(3)
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
|
(1) Includes (i) 2,403,078 Common Shares held directly by GGV, (ii) 41,060 Common Shares held directly by GGV LP, (iii) 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II, and (iv) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held by GGV II EF. GGV GP is the sole general partner of GGV and GGV LP. As such, GGV GP possesses the power to direct the voting and disposition of shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV GP owns no securities of the Issuer directly. The GGV Committee Members are members of the investment committee of GGV GP. As such, the GGV Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV Committee Members and GGV II Committee Members own no securities of the Issuer directly.
(2)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(3)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
|
|
Page 12 of 24 Pages
|
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds
OO – See Item 3
|
|
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
5,862,818 (1)(2)
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
5,862,818 (1)(2)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,862,818 (1)(2)
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.8%(3)
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
|
(1) Includes (i) 2,403,078 Common Shares held directly by GGV, (ii) 41,060 Common Shares held directly by GGV LP, (iii) 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II, and (iv) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held by GGV II EF. GGV GP is the sole general partner of GGV and GGV LP. As such, GGV GP possesses the power to direct the voting and disposition of shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV GP owns no securities of the Issuer directly. The GGV Committee Members are members of the investment committee of GGV GP. As such, the GGV Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV Committee Members and GGV II Committee Members own no securities of the Issuer directly.
(2)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(3)
Based on 85,649,706 Common Shares outstanding as of June 30, 2013
based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
|
|
Page 13 of 24 Pages
|
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds
OO – See Item 3
|
|
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
5,862,818 (1)(2)
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
5,862,818 (1)(2)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,862,818 (1)(2)
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.8%(3)
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
|
(1) Includes (i) 2,403,078 Common Shares held directly by GGV, (ii) 41,060 Common Shares held directly by GGV LP, (iii) 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II, and (iv) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held by GGV II EF. GGV GP is the sole general partner of GGV and GGV LP. As such, GGV GP possesses the power to direct the voting and disposition of shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV GP owns no securities of the Issuer directly. The GGV Committee Members are members of the investment committee of GGV GP. As such, the GGV Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV Entities. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV Committee Members and GGV II Committee Members own no securities of the Issuer directly.
(2)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(3)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
|
|
Page 14 of 24 Pages
|
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds
OO – See Item 3
|
|
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
|
|
6.
|
Citizenship or Place of Organization
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
3,418,680(1)(2)(3)
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
3,418,680 (1)(2)(3)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,418,680 (1)(2)(3)
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.0%(4)
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
|
(1) Includes (i) 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II and (ii) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held directly by GGV II EF. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV II Committee Members own no securities of the Issuer directly.
(2) Excludes from the Common Shares described in footnote (1) above 2,444,138 Common Shares beneficially owned by the GGV Entities. The GGV II Entities, GGV II GP, Messrs. Foo and Solomon and Ms. Lee expressly disclaim beneficial ownership of any Common Shares beneficially owned by the GGV Entities and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the GGV Entities. See Items 5 and 6
(3)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(4)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
|
|
Page 15 of 24 Pages
|
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds
OO – See Item 3
|
|
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
|
|
6.
|
Citizenship or Place of Organization
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
3,418,680 (1)(2)(3)
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
3,418,680 (1)(2)(3)
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,418,680 (1)(2)(3)
|
|
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.0%(4)
|
|
14.
|
Type of Reporting Person
IN
|
|
|
|
|
|
|
|
|
(1) Includes (i) 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II and (ii) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held directly by GGV II EF. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV II Committee Members own no securities of the Issuer directly.
(2) Excludes from the Common Shares described in footnote (1) above 2,444,138 Common Shares beneficially owned by the GGV Entities. The GGV II Entities, GGV II GP, Messrs. Foo and Solomon and Ms. Lee expressly disclaim beneficial ownership of any Common Shares beneficially owned by the GGV Entities and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the GGV Entities. See Items 5 and 6
(3)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(4)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
CUSIP No. 695255109
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Page 16 of 24 Pages
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO – See Item 3
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f) o
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6.
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Citizenship or Place of Organization
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,418,680 (1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,418,680 (1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,418,680 (1)(2)(3)
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13.
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Percent of Class Represented by Amount in Row (11)
4.0%(4)
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14.
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Type of Reporting Person
IN
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(1) Includes (i) 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs held by GGV II and (ii) 44,602 Common Shares and 25,492 Common Shares represented by the ADSs held directly by GGV II EF. GGV II GP is the sole general partner of GGV II and GGV II EF. As such, GGV II GP possesses the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have an indirect beneficial ownership of the shares held by the GGV II Entities. GGV II GP owns no securities of the Issuer directly. The GGV II Committee Members are members of the investment committee of GGV II GP. As such, the GGV II Committee Members possess the power to direct the voting and disposition of the shares owned by the GGV II Entities and may be deemed to have indirect beneficial ownership of the shares held by the GGV II Entities. The GGV II Committee Members own no securities of the Issuer directly.
(2) Excludes from the Common Shares described in footnote (1) above 2,444,138 Common Shares beneficially owned by the GGV Entities. The GGV II Entities, GGV II GP, Messrs. Foo and Solomon and Ms. Lee expressly disclaim beneficial ownership of any Common Shares beneficially owned by the GGV Entities and do not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the GGV Entities. See Items 5 and 6
(3)
Excludes 7,042,131 Common Shares beneficially owned by Pactera Management. Pactera
Management has entered into a Consortium Agreement with the Sponsor to pursue the Transaction. The GGV II Entities, by entering
into the Investment Agreement with the Sponsor, have also proposed to participate in the Transaction. The Reporting Persons
expressly disclaim beneficial ownership of any Common Shares beneficially owned by Pactera Management, and do not affirm membership
in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera Management. See Items
4, 5 and 6.
(4)
Based on 85,649,706 Common Shares outstanding as of June 30,
2013 based on the Issuer’s current report on Form 6-K filed with the SEC on August 19, 2013.
This
Amendment No. 1 to Schedule
13D (this “Schedule 13D/A”)
amends and supplements the Schedule
13D previously filed by the
undersigned with the Securities
and Exchange Commission on June
6, 2013 (the “Original
Schedule 13D”). This Schedule
13D/A is being filed to report
the open market sales of shares
of common stock of Pactera Technology
International Ltd. (the “Issuer”)
by the Reporting Persons.
All capitalized terms not otherwise defined herein shall
have the meaning ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented
as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.
Item 4
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Purpose of Transaction
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Item 4 of the Original Schedule 13D is hereby amended and supplemented
as follows:
On September 12, 2013, BCP (Singapore) VI Cayman Acquisition
Co. Ltd. (the “Sponsor”), which is an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its
affiliates, the Senior Management Member Representative, on behalf of Pactera Management, and the GGV II Entities submitted a
binding definitive offer for the Company (the “New Proposal Letter”) to J.P. Morgan Securities (Asia Pacific) Limited,
the financial advisor to the special committee of the board of directors of the Company (the “Special Committee”),
to acquire all the outstanding Common Shares and ADSs of the Company, other than Common Shares and ADSs owned by the Consortium
that may be rolled over (the “Transaction”), on the following terms:
| · |
| The Consortium consists of the Sponsor, Pactera Management and the GGV II Entities.
|
| · |
| The New Proposal
Letter stated that the
offer price for the Transaction
is $7.00 in cash per
Common Share/ADS. It
has been adjusted down
from the initial non-binding
offer price of $7.50
per Common Share/ADS
contained in the Proposal
Letter dated May 20,
2013, which was based
on publicly available
information at that time,
due to several factors,
including that, subsequent
to the Proposal Letter,
the Company has experienced
and disclosed weaker
than expected financial
performance; the Company
has made two downward
revisions to its fiscal
year 2013 estimated revenue
and net income outlook
for the business; and
the global financing
market has experienced
a sharp increase in volatility,
as evidenced by a significant
expansion in yields,
and continues to face
an uncertain global macroeconomic
outlook. |
| · |
| The New Proposal
Letter stated that the
Consortium intends to
finance the Transaction
with a combination of
equity provided by the
Sponsor, rollover equity
from Pactera Management
and the GGV II Entities,
and fully-committed debt
underwritten and arranged
by a group of leading
international banks,
including Bank of America
Merrill Lynch, Citigroup
Global Markets Asia Limited
and HSBC Bank USA, NA
(the “Financing
Banks”), and that
the New Proposal Letter
is not subject to financing
conditions as the equity
and debt to complete
the proposed Transaction
is secured. |
| · |
| The Consortium
requested an exclusivity
period from the date
of receipt of the New
Proposal Letter to October
11, 2013, during which
time the Consortium expects
the Special Committee,
the Company and their
respective representatives
not to solicit, negotiate
or otherwise pursue any
other offer for the sale
of the Company or its
business. The New Proposal
Letter stated that it
would be effective until
5:00 p.m. Hong Kong time
on September 23, 2013,
after which the Consortium
would reserve the right
to withdraw the New Proposal
Letter. |
| · |
| The New Proposal
Letter also stated that,
based on the data access
the Consortium has received,
the Consortium has completed
its due diligence, subject
only to certain confirmatory
items to be made available
by the Special Committee
at the final stage of
the process, and the
Consortium is confident
in its ability to close
the Transaction expeditiously.
The Consortium expects
that the regulatory approvals
required for the Transaction
will include customary
SEC filings, HSR filings
(if applicable) and PRC
merger control clearance.
The New Proposal Letter
also stated that it did
not constitute a binding
obligation to effect
the proposed Transaction,
and any such binding
obligation would be set
forth only in the definitive
agreements with respect
to the proposed Transaction. |
As
described above, the Consortium
has obtained certain debt
commitment letters (the
“Debt Commitment
Letters”) issued
by the Financing Banks,
dated September 10, 2013,
September 12, 2013 and
September 12, 2013, respectively.
Pursuant to the terms of
the Debt Commitment Letters,
the Financing Banks have
agreed to arrange and underwrite
debt financing (the “Debt
Financing”) in an
aggregate amount which,
together with the Consortium’s
other proposed financing
described above, is sufficient
to fund the Transaction,
subject to various customary
terms and conditions contained
in the Debt Commitment
Letters.
The description of the New Proposal Letter set forth above in
this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the New Proposal
Letter, which has been filed as Exhibit 7.12, and is incorporated herein by this reference.
Item 5
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Interest in Securities of the Issuer
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Item
5 is hereby amended and restated as follows:
As of the date hereof, (i) GGV is the record owner of 2,403,078 Common Shares, (ii) GGV LP is the record owner of 41,060 Common Shares, (iii) GGV II is the record owner of 2,131,095 Common Shares and 1,217,491 Common Shares represented by the ADSs and (iv) GGV II EF is the record owner of 44,602 Common Shares and 25,492 Common Shares represented by the ADSs.
As the sole general partner of GGV and GGV LP, GGV GP may be deemed to beneficially own 2,444,138 Common Shares owned by GGV and GGV LP.
As the sole general partner of GGV II and GGV II EF, GGV II GP may be deemed to beneficially own 3,418,680 Common Shares and Common Shares represented by the ADSs owned by GGV II and GGV II EF.
As members of the investment committee of GGV GP, Messrs. Bonham, Kellman, Nada, Ng, Sun and Rothrock may be deemed to beneficially own 2,444,138 Common Shares owned by GGV and GGV LP.
As members of the investment committee of GGV II GP, Messrs. Rothrock, Sun, Bonham, Kellman, Foo, Solomon, Nada, Ng and Ms. Lee may be deemed to beneficially own 3,418,680 Common Shares and Common Shares represented by the ADSs owned by GGV II and GGV II EF.
Pursuant
to Rule 13d-5(b) of the Act, the Reporting Persons may be deemed to beneficially own the total of 5,862,818 Common Shares
beneficially owned by all the Reporting Persons, as a “group” (within the meaning of Rule 13d-5(b) under
the Act), which constitute approximately 6.8% of the outstanding Common Shares. Additionally, by reason of the Investment Agreement,
Consortium Agreement, the Proposal Letter and the Joinder Agreements as described in Item 4 above, the GGV II Entities, GGV II
GP and the GGV II Committee Members may also be deemed to beneficially own the aggregate of 7,042,131 Common Shares beneficially
owned by Pactera Management, as a “group” (within the meaning of Rule 13d-5(b) under the Act). However,
each Reporting Person expressly disclaims beneficial ownership of any Common Shares beneficially owned by Pactera Management,
and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with Pactera
Management, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons beneficially owns
any Common Shares directly or indirectly held by Pactera Management or is a member of a group with Pactera Management.
(b)
Reporting Person
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Sole Power to
Vote or Direct
the Vote
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Sole power to
dispose or direct
the disposition
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Shared power to
vote or to direct
the vote
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Shared power to
dispose or to
direct the
disposition
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Beneficial
Ownership
Percentage
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Granite Global Ventures (Q.P.) L.P.
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0
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0
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2,444,138
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2,444,138
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2.9%
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Granite Global Ventures L.P.
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0
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0
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2,444,138
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2,444,138
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2.9%
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Granite Global Ventures L.L.C.
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0
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0
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2,444,138
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2,444,138
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2.9%
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Granite Global Ventures II L.P.
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0
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0
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3,418,680
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3,418,680
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4.0%
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GGV Entrepreneurs Fund II L.P.
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0
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0
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3,418,680
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3,418,680
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4.0%
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Granite Global Ventures II L.L.C.
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0
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0
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3,418,680
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3,418,680
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4.0%
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Scott Bonham
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0
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0
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5,862,818
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5,862,818
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6.8%
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Joel Kellman
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0
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0
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5,862,818
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5,862,818
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6.8%
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Hany Nada
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0
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0
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5,862,818
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5,862,818
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6.8%
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Thomas Ng
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0
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0
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5,862,818
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5,862,818
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6.8%
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Anthony Sun
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0
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0
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5,862,818
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5,862,818
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6.8%
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Ray Rothrock
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0
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0
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5,862,818
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5,862,818
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6.8%
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Jixun Foo
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0
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0
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3,418,680
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3,418,680
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4.0%
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Glenn Solomon
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0
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0
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3,418,680
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3,418,680
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4.0%
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Jenny Lee
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0
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0
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3,418,680
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3,418,680
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4.0%
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(c) Except as described herein, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item
6 of the Original Schedule 13D
is hereby amended and supplemented
as follows:
The information regarding the New Proposal Letter and the Debt Commitment Letters under Item 4 is incorporated
herein by reference in its entirety.
Item 7.
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Material to be Filed as Exhibits.
|
Item
7
of
the
Original
Schedule
13D
is
hereby
amended
and
supplemented
as
follows:
Exhibit 7.12:
|
Binding Proposal Letter from Tiak Koon Loh (for and on behalf
of Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su, He Jin, Chu Tzer Liu, Jian Wu, Junbo Liu,
Jinsong Li and Minggang Feng), BCP (Singapore) VI Cayman Acquisition Co. Ltd., Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. to J.P. Morgan Securities (Asia Pacific) Limited, dated as of September 12, 2013 (incorporated by reference to Exhibit
7.13 to the Schedule 13D/A filed by Chris Shuning Chen, Tiak Koon Loh, David Lifeng Chen, Sidney Xuande Huang, Jun Su, He Jin,
Chu Tzer Liu, Jian Wu, Junbo Liu, Jinsong Li and Minggang Feng on September 13, 2013).
|
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:
September 16, 2013
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GRANITE GLOBAL VENTURES (Q.P.) L.P.
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GRANITE GLOBAL VENTURES L.P.
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BY:
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GRANITE GLOBAL VENTURES L.L.C.
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ITS:
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GENERAL PARTNER
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By:
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/s/ Hany M. Nada
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Hany M. Nada
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Managing Director
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GRANITE GLOBAL VENTURES L.L.C.
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By:
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/s/ Hany M. Nada
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Hany M. Nada
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Managing Director
|
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GRANITE GLOBAL VENTURES II L.P.
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GGV II ENTREPRENEURS FUND L.P.
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BY:
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GRANITE GLOBAL VENTURES II L.L.C
|
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ITS:
|
GENERAL PARTNER
|
|
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By:
|
/s/ Hany M. Nada
|
|
|
|
|
Hany M. Nada
|
|
|
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Managing Director
|
GRANITE GLOBAL VENTURES II L.L.C.
|
|
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By:
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/s/ Hany M. Nada
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|
|
|
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Hany M. Nada
|
|
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Managing Director
|
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/s/ Hany M. Nada
|
|
|
|
Hany M. Nada as Attorney-in-fact for Ray A. Rothrock
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/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact for Anthony Sun
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/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact for Scott B. Bonham
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/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact for Joel D. Kellman
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/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact for Jixun Foo
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/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact for Glenn Solomon
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/s/ Hany M. Nada
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Hany M. Nada
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/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact for Thomas K. Ng
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/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact for Jenny Lee
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24