0001193125-13-059012.txt : 20130214 0001193125-13-059012.hdr.sgml : 20130214 20130214130306 ACCESSION NUMBER: 0001193125-13-059012 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: DAVID J. ORFAO GROUP MEMBERS: DAVID P. FIALKOW GROUP MEMBERS: GC ENTREPRENEURS FUND IV, L.P. GROUP MEMBERS: GENERAL CATALYST GP IV, LLC GROUP MEMBERS: GENERAL CATALYST PARTNERS IV, L.P. GROUP MEMBERS: JOEL E. CUTLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tudou Holdings Ltd CENTRAL INDEX KEY: 0001499599 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86381 FILM NUMBER: 13609930 BUSINESS ADDRESS: STREET 1: Bldg No. 6, X2 Creative Park STREET 2: 1238 Xietu Road, Xuhui District CITY: Shanghai STATE: F4 ZIP: 200032 MAIL ADDRESS: STREET 1: Bldg No. 6, X2 Creative Park STREET 2: 1238 Xietu Road, Xuhui District CITY: Shanghai STATE: F4 ZIP: 200032 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CATALYST GROUP IV LP CENTRAL INDEX KEY: 0001344416 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GENERAL CATALYST GROUP MGMT STREET 2: 20 UNIVERSITY RD STE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6172347000 MAIL ADDRESS: STREET 1: C/O GENERAL CATALYST GROUP MGMT STREET 2: 20 UNIVERSITY RD STE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13G/A 1 d487515dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Tudou Holdings Limited

(Name of Issuer)

Class B Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

89903 T 10 7

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 89903 T 10 7         Page 2 of 7

 

Schedule 13G

 

Item 1(a). Name of Issuer:

    Tudou Holdings Limited

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

    The Issuer’s principal executive offices are located at Building No.6 X2 Creative Park, 1238 Xietu Road, Xuhui District, Shanghai 200032, People’s Republic of China.

 

Item 2(a). Names of Persons Filing:

    This joint statement on Schedule 13G amends the joint statement on Schedule 13G filed on February 14, 2012 by General Catalyst Group IV, L.P., a Delaware limited partnership (“GC IV”), GC Entrepreneurs Fund IV, L.P., a Delaware limited partnership (“E Fund IV”), General Catalyst Partners IV, L.P., a Delaware limited partnership (“GC GPLP”), General Catalyst GP IV, LLC, a Delaware limited liability company (“GC GPLLC”) and Joel E. Cutler, David P. Fialkow, David J. Orfao and John G. Simon. GC GPLP is the sole general partner of GC IV and E Fund IV. GC GPLLC is the sole general partner of GC GPLP. Joel E. Cutler, David P. Fialkow and David J. Orfao (collectively, the “Managers” and, together with GC IV, E Fund IV, GC GPLP, and GC GPLLC, collectively referred to herein as the “Reporting Persons”) are Managing Directors of GC GPLLC. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

    The address of the principal business office of all Reporting Persons is 20 University Road, 4th Floor, Cambridge, MA 02138.

 

Item 2(c). Citizenship:

    Each of GC IV, E Fund IV and GC GPLP is a limited partnership organized under the laws of the State of Delaware. GC GPLLC is a limited liability company organized under the laws of the State of Delaware. Each Manager is a U.S. citizen.

 

Item 2(d). Title of Class of Securities:

    Class B Ordinary Shares, $0.0001 par value per share.

 

Item 2(e). CUSIP Number:

    89903 T 10 7

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

    Not applicable.


CUSIP No. 89903 T 10 7         Page 3 of 7

 

Item 4. Ownership.

Not applicable.

 

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

As of December 31, 2012, GC IV and E-Fund IV did not own any of the Issuer’s outstanding Class B Ordinary Shares. As a result, each Reporting Person has ceased to beneficially own five percent or more of the Issuer’s outstanding Class B Ordinary Shares.

 

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

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

Not Applicable. This statement on Schedule 13G is not filed pursuant to §240.13d-1(b) or §240.13d-1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding joint filing of Schedule 13G.


CUSIP No. 89903 T 10 7         Page 4 of 7

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 13, 2013

 

GENERAL CATALYST GROUP IV, L.P.
By:   GENERAL CATALYST PARTNERS IV, L.P.
  its General Partner
  By:  

GENERAL CATALYST GP IV, LLC

its General Partner

    By:  

 /s/ William J. Fitzgerald

     

William J. Fitzgerald

Member and CFO

 

GC ENTREPRENEURS FUND IV, L.P.
By:   GENERAL CATALYST PARTNERS IV, L.P.
  its General Partner
  By:  

GENERAL CATALYST GP IV, LLC

its General Partner

    By:  

 /s/ William J. Fitzgerald

     

William J. Fitzgerald

Member and CFO

 

GENERAL CATALYST PARTNERS IV, L.P.
By:   GENERAL CATALYST GP IV, LLC
  its General Partner
    By:  

 /s/ William J. Fitzgerald

     

William J. Fitzgerald

Member and CFO


CUSIP No. 89903 T 10 7         Page 5 of 7

 

GENERAL CATALYST GP IV, LLC

 

By:  

 /s/ William J. Fitzgerald

  William J. Fitzgerald
  Member and CFO

 

/s/ Joel E. Cutler

Joel E. Cutler

/s/ David P. Fialkow

David P. Fialkow

/s/ David J. Orfao

David J. Orfao
EX-1 2 d487515dex1.htm EX-1 EX-1
CUSIP No. 89903 T 10 7         Page 6 of 7

 

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Tudou Holdings Limited.

EXECUTED this 13th day of February, 2013

 

GENERAL CATALYST GROUP IV, L.P.
By:  

GENERAL CATALYST PARTNERS IV, L.P.

its General Partner

  By:  

GENERAL CATALYST GP IV, LLC

its General Partner

    By:  

 /s/ William J. Fitzgerald

      William J. Fitzgerald
      Member and CFO
GC ENTREPRENEURS FUND IV, L.P.
By:  

GENERAL CATALYST PARTNERS IV, L.P.

its General Partner

  By:  

GENERAL CATALYST GP IV, LLC

its General Partner

    By:  

 /s/ William J. Fitzgerald

      William J. Fitzgerald
      Member and CFO
GENERAL CATALYST PARTNERS IV, L.P.
By:  

GENERAL CATALYST GP IV, LLC

its General Partner

  By:  

 /s/ William J. Fitzgerald

    William J. Fitzgerald
    Member and CFO


CUSIP No. 89903 T 10 7         Page 7 of 7

 

GENERAL CATALYST GP IV, LLC

 

By:  

 /s/ William J. Fitzgerald

  William J. Fitzgerald
  Member and CFO

 

 /s/ Joel E. Cutler

Joel E. Cutler

 /s/ David P. Fialkow

David P. Fialkow

 /s/ David J. Orfao

David J. Orfao