0000950103-12-000707.txt : 20120213 0000950103-12-000707.hdr.sgml : 20120213 20120213062528 ACCESSION NUMBER: 0000950103-12-000707 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 GROUP MEMBERS: IDG TECHNOLOGY VENTURE INVESTMENT, INC. GROUP MEMBERS: INTERNATIONAL DATA GROUP, INC. 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: E-COMMERCE CHINA DANGDANG INC. CENTRAL INDEX KEY: 0001499744 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85824 FILM NUMBER: 12595104 BUSINESS ADDRESS: STREET 1: 21/F, JING AN CENTER STREET 2: NO.8 NORTH THIRD RING ROAD EAST CITY: CHAOYANG DISTRICT BEIJING STATE: F4 ZIP: 100028 BUSINESS PHONE: 86 10 5799 2666 MAIL ADDRESS: STREET 1: 21/F, JING AN CENTER STREET 2: NO.8 NORTH THIRD RING ROAD EAST CITY: CHAOYANG DISTRICT BEIJING STATE: F4 ZIP: 100028 FORMER COMPANY: FORMER CONFORMED NAME: E-COMMERCE CHINA DANGDANG INC DATE OF NAME CHANGE: 20100823 SC 13G/A 1 dp28648_sc13ga-dang.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. 1 )*
 
E-COMMERCE CHINA DANGDANG INC.
(Name of Issuer)
 
Class B Common Shares, Par Value US$0.0001 Per Share (“Class B Common Shares”)
(Title of Class of Securities)
 
26833A105**
(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)
o Rule 13d-1(c)
þ 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.
 
**This CUSIP applies to the Issuer’s American Depositary Shares, evidenced by American Depositary Receipts, each representing five Class A common shares. Each Class B common share is convertible into one Class A common share at any time by the holder thereof.  No CUSIP has been assigned to the Class A common shares or the Class B common shares.
 
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).
 
 
Page 1 of 7
 
 
CUSIP No.
 
26833A105
1.
Names of Reporting Persons
IDG Technology Venture Investment, Inc.
 
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
Massachusetts
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
0
 
6.
 
Shared Voting Power
0
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
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)
0%
 
12.
Type of Reporting Person (See Instructions)
CO
 
 
 
Page 2 of 7
 
 
 
CUSIP No.
 
26833A105
1.
Names of Reporting Persons
International Data Group, Inc.
 
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
Massachusetts
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
Sole Voting Power
0
 
6.
 
Shared Voting Power
0
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
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)
0%
 
12.
Type of Reporting Person (See Instructions)
CO
 
 
 
Page 3 of 7
 
 
CUSIP No.
 
26833A105
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
0
 
7.
 
Sole Dispositive Power
0
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
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)
0%
 
12.
Type of Reporting Person (See Instructions)
IN
 
 
 
Page 4 of 7
 
 

Item 1(a).  Name of Issuer
 
E-Commerce China Dangdang Inc.
 
Item 1(b).  Address of Issuer’s Principal Executive Offices
 
21/F, Jing An Center
No.8 North Third Ring Road East
Chaoyang District, Beijing 100028
People’s Republic of China
 
Item 2(a).  Name of Persons Filing
 
1.  
IDG Technology Venture Investment, Inc.
2.  
International Data Group, Inc.
3.  
Patrick J. McGovern
 
The above persons have agreed that this statement may be filed by IDG Technology Venture Investment, Inc. 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 Technology Venture Investment, Inc. is wholly owned by International Data Group, Inc., whose majority shareholder and controlling person is Patrick J. McGovern.
 
Item 2(b).  Address of Principal Business Office or, If None, Residence
 
For all reporting persons:
 
IDG Technology Venture Investment, Inc.
One Exeter Plaza
Penthouse Suite
Boston, MA 02116
United States of America
 
Item 2(c).  Citizenship
 
Patrick J. McGovern is a citizen of the United States of America. IDG Technology Venture Investment, Inc. and International Data Group, Inc. are each organized under the laws of the Commonwealth of Massachusetts.
 
Item 2(d).  Title of Class of Securities
 
Class B common shares, par value US$0.0001 per share (“Class B Common Shares”).
 
Item 2(e).  CUSIP No.
 
26833A105
 
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);
 
 
(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);
 
 
Page 5 of 7
 
 
 
(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 240.13d-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
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.
 
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
 
N/A.
 
 
Page 6 of 7
 
 
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 TECHNOLOGY VENTURE INVESTMENT, INC.
 
 
  
 
By:
/s/ Edward B. Bloom
  
   
Name: Edward B. Bloom
  
   
Title: Authorized Signatory
  
 
 
 
Page 7 of 7
 
 
Joint Filing Agreement
 
 
We, the undersigned, hereby agree that the Statement on Schedule 13G/A in connection with the securities of E-Commerce China Dangdang Inc. to which this Agreement is an Exhibit, and any amendment thereafter signed by each of the undersigned, may be filed by IDG Technology Venture Investment, Inc. 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 1 of 2
 
 
Dated: February 13, 2012
 
 
IDG TECHNOLOGY VENTURE INVESTMENT, INC.
 
 
  
 
By:
/s/ Edward B. Bloom
  
   
Name: Edward B. Bloom
  
   
Title: Authorized Signatory
  
     
     
 
INTERNATIONAL DATA GROUP, INC.
 
 
  
 
By:
/s/ Patrick J. McGovern
  
   
Name: Patrick J. McGovern
  
   
Title: Authorized Signatory
  
     
     
 
PATRICK J. MCGOVERN
  
     
     
 
By:
/s/ Patrick J. McGovern
  
     
     
 
 
Page 2 of 2