SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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iSoftStone Holdings Limited
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(Name of Issuer)
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Ordinary Shares, $0.0001 par value per share
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(Title of Class of Securities)
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46489B108**
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(CUSIP Number)
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December 31, 2011
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 12 Pages)
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CUSIP No. 46489B108
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13G/A
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Dragon Pine, 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) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
49,595,440 Ordinary Shares based on direct ownership of 4,959,544 American depositary shares
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
49,595,440 Ordinary Shares based on direct ownership of 4,959,544 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,595,440 Ordinary Shares based on direct ownership of 4,959,544 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
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12
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TYPE OF REPORTING PERSON**
PN
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CUSIP No. 46489B108
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13G/A
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Pine Members LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
49,595,440 Ordinary Shares based on direct ownership of 4,959,544 American depositary shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
49,595,440 Ordinary Shares based on direct ownership of 4,959,544 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,595,440 Ordinary Shares based on direct ownership of 4,959,544 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
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12
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TYPE OF REPORTING PERSON**
OO
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CUSIP No. 46489B108
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13G/A
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Pine Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
2,941,950 Ordinary Shares based on direct ownership of 294,195 American depositary shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
2,941,950 Ordinary Shares based on direct ownership of 294,195 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,941,950 Ordinary Shares based on direct ownership of 294,195 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
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12
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TYPE OF REPORTING PERSON**
IA
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CUSIP No. 46489B108
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13G/A
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Pine Managing Member LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
52,537,390 Ordinary Shares based on direct ownership of 5,253,739 American depositary shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
52,537,390 Ordinary Shares based on direct ownership of 5,253,739 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,537,390 Ordinary Shares based on direct ownership of 5,253,739 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5%
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12
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TYPE OF REPORTING PERSON**
OO
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CUSIP No. 46489B108
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13G/A
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen F. Mandel, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
52,537,390 Ordinary Shares based on direct ownership of 5,253,739 American depositary shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
52,537,390 Ordinary Shares based on direct ownership of 5,253,739 American depositary shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,537,390 Ordinary Shares based on direct ownership of 5,253,739 American depositary shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5%
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12
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TYPE OF REPORTING PERSON**
IN
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CUSIP No. 46489B108
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13G/A
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Page 7 of 12 Pages
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This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on June 23, 2011 (the "Original Schedule 13G" and the Original Schedule 13G as amended, the "Schedule 13G"), with respect to ordinary shares, par value $0.0001 (the "Ordinary Shares"), of iSoftStone Holdings Limited (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G.
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Item 1 (a).
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NAME OF ISSUER:
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iSoftStone Holdings Limited
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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Building 9 Zhongguancun Software Park
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No. 8 West Dongbeiwang Road, Haidian District
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Beijing 100193, People’s Republic of China
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Lone Dragon Pine, L.P., a Delaware limited partnership ("Lone Dragon Pine"), with respect to the American depositary shares (defined in Item 4 A.(a) below) directly owned by it;
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(ii)
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Lone Pine Members LLC, a Delaware limited liability company ("Lone Pine Members"), with respect to the American depositary shares directly owned by Lone Dragon Pine;
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(iii)
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Lone Pine Capital LLC, a Delaware limited liability company ("Lone Pine Capital"), which serves as investment manager to Lone Himalayan Pine Master Fund, Ltd.("Lone Himalayan Pine Master Fund"), a Cayman Islands exempted company, with respect to the American depositary shares directly owned by Lone Himalayan Pine Master Fund;
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(iv)
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Lone Pine Managing Member LLC, a Delaware limited liability company ("Lone Pine Managing Member"), with respect to the American depositary shares directly owned by each of Lone Dragon Pine and Lone Himalayan Pine Master Fund; and
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(v)
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Stephen F. Mandel, Jr. ("Mr. Mandel"), with respect to the American depositary shares directly owned by each of Lone Dragon Pine and Lone Himalayan Pine Master Fund.
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
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CUSIP No. 46489B108
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13G/A
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Page 8 of 12 Pages
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, Connecticut 06830.
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Item 2(c).
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CITIZENSHIP:
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Lone Dragon Pine is a limited partnership organized under the laws of the State of Delaware. Lone Pine Members, Lone Pine Capital and Lone Pine Managing Member are limited liability companies organized under the laws of the State of Delaware. Mr. Mandel is a United States citizen.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Ordinary Shares, $0.0001 par value per share
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Item 2(e).
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CUSIP NUMBER:
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46489B108**
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** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 46489B108 has been assigned to the American depositary shares, which are quoted on The New York Stock Exchange under the symbol "ISS." Each American depositary share represents 10 Ordinary Shares.
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act,
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(b)
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
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(f)
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¨
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Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
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(g)
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¨
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
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(h)
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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¨
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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box: x
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CUSIP No. 46489B108
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13G/A
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Page 9 of 12 Pages
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Item 4.
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OWNERSHIP.
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A.
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Lone Dragon Pine, L.P.
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(a)
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Amount beneficially owned: 49,595,440. The amounts used herein are Ordinary Shares beneficially owned based on direct ownership of American depositary shares of the Issuer (“American depositary shares”). Each American depositary share represents ten Ordinary Shares.
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(b)
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Percent of class: 8.9%. The percentages used herein and in the rest of Item 4 are calculated based upon the Issuer’s Form 6-K for the quarter ended September 30, 2011 filed on November 14, 2011 which states that as of September 30, 2011 there were 555,485,950 Ordinary Shares issued and outstanding.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 49,595,440
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(iii)
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Sole power to dispose or direct the disposition: -0
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(iv)
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Shared power to dispose or direct the disposition of: 49,595,440
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B.
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Lone Pine Members LLC
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(a)
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Amount beneficially owned: 49,595,440
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(b)
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Percent of class: 8.9%.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 49,595,440
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(iii)
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Sole power to dispose or direct the disposition: -0
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(iv)
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Shared power to dispose or direct the disposition of: 49,595,440
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C.
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Lone Pine Capital LLC
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(a)
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Amount beneficially owned: 2,941,950
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(b)
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Percent of class: 0.5%.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 2,941,950
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(iii)
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Sole power to dispose or direct the disposition: -0
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(iv)
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Shared power to dispose or direct the disposition of: 2,941,950
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D.
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Lone Pine Managing Member LLC
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(a)
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Amount beneficially owned: 52,537,390
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(b)
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Percent of class: 9.5%.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 52,537,390
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(iii)
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Sole power to dispose or direct the disposition: -0
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(iv)
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Shared power to dispose or direct the disposition of: 52,537,390
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E.
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Stephen F. Mandel, Jr.
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(a)
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Amount beneficially owned: 52,537,390
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(b)
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Percent of class: 9.5%.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 52,537,390
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(iii)
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Sole power to dispose or direct the disposition: -0
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(iv)
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Shared power to dispose or direct the disposition of: 52,537,390
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CUSIP No. 46489B108
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13G/A
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Page 10 of 12 Pages
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Lone Pine Members, the general partner of Lone Dragon Pine, has the power to direct the affairs of Lone Dragon Pine, including decisions respecting the disposition of the proceeds from the sale of shares. Lone Pine Capital, the investment manager of Lone Himalayan Pine Master Fund, has the power to direct the receipt of dividends from or the proceeds of the sale of shares held by Lone Himalayan Pine Master Fund. Lone Pine Managing Member, the Managing Member of Lone Pine Members and Lone Pine Capital, has the power to direct the affairs of Lone Pine Members and Lone Pine Capital. Mr. Mandel is the Managing Member of Lone Pine Managing Member and in that capacity directs its operations.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 46489B108
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13G/A
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Page 11 of 12 Pages
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DATED: February 14, 2012
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By:
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Stephen F. Mandel, Jr., individually and as Managing Member of Lone Pine Managing Member LLC, for itself and as Managing Member of (a) Lone Pine Members LLC, for itself and as the general partner of Lone Dragon Pine and (b) Lone Pine Capital LLC
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CUSIP No. 46489B108
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13G/A
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Page 12 of 12 Pages
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DATED: February 14, 2012
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By:
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Stephen F. Mandel, Jr., individually and as Managing Member of Lone Pine Managing Member LLC, for itself and as Managing Member of (a) Lone Pine Members LLC, for itself and as the general partner of Lone Dragon Pine and (b) Lone Pine Capital LLC
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