NetQin Mobile Inc.
|
(Name of Issuer)
|
American Depository Shares, each ADS represents five class A common shares,
|
par value $0.0001 per share.
|
(Title of Class of Securities)
|
64118U108**
|
(CUSIP Number)
|
Ryann Yap
|
c/o GSR Ventures
|
Suite 4801, 48/F Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
May 4, 2011
|
(Date of Event Which Requires Filing of this Statement)
|
**
|
The CUSIP number is for the American Depository Shares relating to the Class A Common Shares that trade on the New York Stock Exchange. Each ADS reflects five Class A Common Shares.
|
CUSIP No. 64118108
|
13D
|
Page 2 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Ventures II, L.P. (“GSR II”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
|
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER.
35,556,240 shares (represented by 35,093,975 Class B Common Shares, which may be converted into 35,093,975 Class A Common Shares) and 462,265 Class A Common Shares represented by 92,453 American Depository Shares (“ADS”), all of which are directly owned by GSR II, except that GSR Partners II, L.P. (“Partners II”), the general partner of GSR II, and GSR Partners II, Ltd. (“GSR II Ltd”), the general partner of Partners II, may be deemed to have sole voting power, and Richard Lim, Sonny Wu, James Ding, Alex Pan, Kevin Fong, and Ryann Yap, the members of GSR II Ltd (the “Members”), may be deemed to have shared voting power with respect to such shares.
|
8
|
SHARED VOTING POWER
See response to row 7.
|
|
9
|
SOLE DISPOSITIVE POWER
35,556,240 shares (represented by 35,093,975 Class B Common Shares, which may be converted into 35,093,975 Class A Common Shares) and 462,265 Class A Common Shares represented by 92,453 ADSs, all of which are directly owned by GSR II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
10
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
35,556,2401
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
15.52%2
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
CUSIP No. 64118108
|
13D
|
Page 3 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR ASSOCIATES II, L.P. (“Associates II”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
|
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER.
2,133,374 shares (represented by 2,105,639 Class B Common Shares, which may be converted into 2,105,639 Class A Common Shares) and 27,735 Class A Common Shares represented by 5,547 ADSs, all of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
8
|
SHARED VOTING POWER
See response to row 7.
|
|
9
|
SOLE DISPOSITIVE POWER
2,133,374 shares (represented by 2,105,639 Class B Common Shares, which may be converted into 2,105,639 Class A Common Shares) and 5,547 Class A Common Shares represented by 27,735 ADSs, all of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
10
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
2,133,374 3
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0.93% 4
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
CUSIP No. 64118108
|
13D
|
Page 4 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Partners II, L.P. (“Partners II”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
|
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
8
|
SHARED VOTING POWER
See response to row 7.
|
|
9
|
SOLE DISPOSITIVE POWER.
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
10
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
37,689,614 5
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
16.45% 6
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
CUSIP No. 64118108
|
13D
|
Page 5 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Partners II, Ltd. (“Ltd II”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
|
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER.
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates, except that Partners II may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
8
|
SHARED VOTING POWER
See response to row 7.
|
|
9
|
SOLE DISPOSITIVE POWER
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates, except that Partners II may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
10
|
SHARED DISPOSITIVE POWER
See response to row 9.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
37,689,614 7
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
CUSIP No. 64118108
|
13D
|
Page 6 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Richard Lim
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||
(a) ¨ |
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
US
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER.
25,000 shares represented by 5,000 ADS.
|
8
|
SHARED VOTING POWER
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
9
|
SOLE DISPOSITIVE POWER.
25,000 shares represented by 5,000 ADS.
|
|
10
|
SHARED DISPOSITIVE POWER.
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
37,714,614 9
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
16.46% 10
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP No. 64118108
|
13D
|
Page 7 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Sonny Wu
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||
(a) ¨
|
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
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
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
9
|
SOLE DISPOSITIVE POWER.
0
|
|
10
|
SHARED DISPOSITIVE POWER.
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
37,689,61411
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
16.45% 12
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP No. 64118108
|
13D
|
Page 8 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
James Ding
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||
(a) ¨ |
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER.
500,500 shares represented by 100,100 ADS.
|
8
|
SHARED VOTING POWER
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
9
|
SOLE DISPOSITIVE POWER.
500,500 shares represented by 100,100 ADS.
|
|
10
|
SHARED DISPOSITIVE POWER.
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
38,190,114 13
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
16.68% 14
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP No. 64118108
|
13D
|
Page 9 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Alex Pan
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||
(a) ¨
|
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER.
0
|
8
|
SHARED VOTING POWER
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
9
|
SOLE DISPOSITIVE POWER.
0
|
|
10
|
SHARED DISPOSITIVE POWER.
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have dispositive voting power with respect to such shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
37,689,614 15
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
16.45% 16
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP No. 64118108
|
13D
|
Page 10 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Kevin Fong
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||
(a) ¨
|
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER.
0
|
8
|
SHARED VOTING POWER
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
9
|
SOLE DISPOSITIVE POWER.
0
|
|
10
|
SHARED DISPOSITIVE POWER.
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive voting power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
37,689,614 17
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
16.45% 18
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP No. 64118108
|
13D
|
Page 11 of 18 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Ryann Yap19
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||
(a) ¨
|
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
||
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Singapore
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER.
10,000 shares represented by 2,000 ADS
|
8
|
SHARED VOTING POWER
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
9
|
SOLE DISPOSITIVE POWER.
10,000 shares represented by 2,000 ADS.
|
|
10
|
SHARED DISPOSITIVE POWER.
37,689,614 shares (represented by 37,199,614 Class B Common Shares, which may be converted into 37,199,614 Class A Common Shares) and 490,000 Class A Common Shares represented by 98,000 ADSs, all of which are directly owned by GSR II and Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive voting power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING PERSON
|
37,699,61420
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
CUSIP No. 64118108
|
13D
|
Page 12 of 18 Pages
|
ITEM 1.
|
SECURITY AND ISSUER.
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ITEM 2.
|
IDENTITY AND BACKGROUND.
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ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
CUSIP No. 64118108
|
13D
|
Page 13 of 18 Pages
|
ITEM 4.
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PURPOSE OF TRANSACTION.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
CUSIP No. 64118108
|
13D
|
Page 14 of 18 Pages
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
CUSIP No. 64118108
|
13D
|
Page 15 of 18 Pages
|
Date: October 4, 2011
|
|
GSR Ventures II, L.P. and GSR Associates II, L.P.
|
/s/ Richard Lim
|
By GSR Partners II, L.P.
|
Signature
|
Their General Partner
|
|
By GSR Partners II, Ltd
|
Richard Lim
|
Its General Partner
|
Director
|
GSR Partners II, L.P.
|
/s/ Richard Lim
|
By GSR Partners II, Ltd
|
Signature
|
Its General Partner
|
|
Richard Lim
|
|
Director
|
|
GSR Partners II, Ltd
|
/s/ Richard Lim
|
Signature
|
|
Richard Lim
|
|
Director
|
|
Richard Lim
|
/s/ Richard Lim
|
Signature
|
|
Sonny Wu
|
/s/ Sonny Wu
|
Signature
|
|
James Ding
|
/s/ James Ding
|
Signature
|
|
Alex Pan
|
/s/ Alex Pan
|
CUSIP No. 64118108
|
13D
|
Page 16 of 18 Pages
|
Kevin Fong
|
/s/ Kevin Fong
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Signature
|
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Ryann Yap
|
/s/ Ryann Yap
|
|
Signature
|
CUSIP No. 64118108
|
13D
|
Page 17 of 18 Pages
|
Date: October 4, 2011
|
|
GSR Ventures II, L.P. and GSR Associates II, L.P.
|
/s/ Richard Lim
|
By GSR Partners II, L.P.
|
Signature
|
Their General Partner
|
|
By GSR Partners II, Ltd
|
Richard Lim
|
Its General Partner
|
Director
|
GSR Partners II, L.P.
|
/s/ Richard Lim
|
By GSR Partners II, Ltd
|
Signature
|
Its General Partner
|
|
Richard Lim
|
|
Director
|
|
GSR Partners II, Ltd
|
/s/ Richard Lim
|
Signature
|
|
Richard Lim
|
|
Director
|
|
Richard Lim
|
/s/ Richard Lim
|
Signature
|
|
Sonny Wu
|
/s/ Sonny Wu
|
Signature
|
|
James Ding
|
/s/ James Ding
|
Signature
|
CUSIP No. 64118108
|
13D
|
Page 18 of 18 Pages
|
Alex Pan
|
/s/ Alex Pan
|
Signature
|
|
Kevin Fong
|
/s/ Kevin Fong
|
Signature
|
|
Ryann Yap
|
/s/ Ryann Yap
|
Signature
|