UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
iSoftStone Holdings Limited
(Name of Issuer)
Ordinary Shares*
American Depositary Shares
(Title of Class of Securities)
46489B108 **
(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 disclosures provided in a prior cover page.
| * | Not for trading, but only in connection with the registration of American Depositary Shares each representing ten ordinary shares. |
| ** | This CUSIP number applies to the American Depositary Shares. |
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).
| CUSIP No. 46489B108 | SCHEDULE 13G | Page 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Tianwen Liu | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER
68,224,7731 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
68,224,773 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,224,773 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.7%2 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Includes (i) 53,250,000 ordinary shares held by Tekventure Limited, a British Virgin Islands company which Mr. Liu holds 84.5% of the outstanding shares of, is sole director of and exercises sole voting and dispositive power over, (ii) 15,644 American Depositary Shares representing 156,440 ordinary shares held by Mr. Liu, (iii) 13,735,000 ordinary shares issuable upon exercise of options within 60 days of December 31, 2012 held by Colossal Win Limited, a British Virgin Islands company of which Mr. Liu is sole director, and (iv) 1,083,333 ordinary shares issuable upon exercise of options within 60 days of December 31, 2012 held by Mr. Liu. |
| 2 | Based on 582,091,867 outstanding ordinary shares, including 14,818,333 ordinary shares issuable upon exercise of Mr. Liu’s options within 60 days of December 31, 2012. Does not include (i) 1,933,455 ordinary shares held by iSoftStone Hong Kong Limited, a wholly owned subsidiary of iSoftStone Holdings Limited (the “Issuer”), and (ii) 62,877,309 ordinary shares reserved for future exercises of issuances under the Issuer’s award plan. |
| CUSIP No. 46489B108 | SCHEDULE 13G | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Tekventure Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER
53,250,0003 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
53,250,000 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,250,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%4 | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| 3 | The shares of Tekventure Limited are held by Tianwen Liu, Yan Zhou, Junhe Che, Qiang Peng and Li Wang. Mr. Liu holds 84.5% of the outstanding shares of, is sole director of and exercises sole voting and dispositive power over Tekventure Limited. |
| 4 | Based on 567,273,534 outstanding ordinary shares as of December 31, 2012, and does not include (i) 1,933,455 ordinary shares held by iSoftStone Hong Kong Limited, a wholly owned subsidiary of the Issuer, and (ii) 62,877,309 ordinary shares reserved for future exercises of issuances under the Issuer’s award plan. |
| CUSIP No. 46489B108 | SCHEDULE 13G | Page 4 of 8 Pages |
| Item 1(a) | Name of Issuer: |
iSoftStone Holdings Limited
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
International Software Plaza
Building 9 Zhongguancun Software Park
No. 8 West Dongbeiwang Road, Haidian District
Beijing 100193, PRC
| Item 2(a) | Name of Person Filing: |
Tianwen Liu
Tekventure Limited
| Item 2(b) | Address of Principal Business Office or, If None, Residence |
Tianwen Liu
International Software Plaza
Building 9 Zhongguancun Software Park
No. 8 West Dongbeiwang Road, Haidian District
Beijing 100193, PRC
Tekventure Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola, British Virgin Islands
| Item 2(c) | Citizenship |
Tianwen Liu - People’s Republic of China
Tekventure Limited - British Virgin Islands
| Item 2(d) | Title of Class of Securities: |
Ordinary shares, par value $0.0001 per share
American Depository Shares, each representing ten ordinary shares
| Item 2(e) | CUSIP Number: |
46489B108
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
| CUSIP No. 46489B108 | SCHEDULE 13G | Page 5 of 8 Pages |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||
| Tianwen Liu |
68,224,773 ordinary shares |
11.7 | %* | 68,224,773 ordinary shares |
0 | 68,224,773 ordinary shares |
0 | |||||||||||
| Tekventure Limited |
53,250,000 ordinary shares |
9.4 | %** | 53,250,000 ordinary shares |
0 | 53,250,000 ordinary shares |
0 | |||||||||||
| * | Based on 582,091,867 outstanding ordinary shares, including 14,818,333 ordinary shares issuable upon exercise of Mr. Liu’s options within 60 days of December 31, 2012. Does not include (i) 1,933,455 ordinary shares held by iSoftStone Hong Kong Limited, a wholly owned subsidiary of the Issuer, and (ii) 62,877,309 ordinary shares reserved for future exercises of issuances under the Issuer’s award plan. |
| ** | Based on 567,273,534 outstanding ordinary shares as of December 31, 2012, and does not include (i) 1,933,455 ordinary shares held by iSoftStone Hong Kong Limited, a wholly owned subsidiary of the Issuer, and (ii) 62,877,309 ordinary shares reserved for future exercises of issuances under the Issuer’s award plan. |
Tekventure Limited is the record holder of 53,250,000 ordinary shares. The shares of Tekventure Limited are held by Tianwen Liu, Yan Zhou, Junhe Che, Qiang Peng and Li Wang. Mr. Liu holds 84.5% of the outstanding shares of, is sole director of and exercises sole voting and dispositive power over Tekventure Limited.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of 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. | Certifications |
Not applicable.
| CUSIP No. 46489B108 | SCHEDULE 13G | Page 6 of 8 Pages |
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 4, 2013
| Tianwen Liu | ||
| /s/ Tianwen Liu | ||
| Tekventure Limited | ||
| By: | /s/ Tianwen Liu | |
| Name: | Tianwen Liu | |
| Title: | Sole director of Tekventure Limited | |
| CUSIP No. 46489B108 | SCHEDULE 13G | Page 7 of 8 Pages |
LIST OF EXHIBITS
| Exhibit |
Description | |
| A | Joint Filing Agreement | |
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.0001, of iSoftStone Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
Dated: February 4, 2013
| Tianwen Liu | ||
| /s/ Tianwen Liu | ||
| Tekventure Limited | ||
| By: | /s/ Tianwen Liu | |
| Name: | Tianwen Liu | |
| Title: | Sole director of Tekventure Limited | |