0001144204-13-008496.txt : 20130214 0001144204-13-008496.hdr.sgml : 20130214 20130214063330 ACCESSION NUMBER: 0001144204-13-008496 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: EAST LINE HOLDINGS LTD GROUP MEMBERS: YOUNG VISION GROUP LTD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Qi Xiangdong CENTRAL INDEX KEY: 0001541379 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: BLK 1,AREA D,HUITONG TIMES PLAZA STREET 2: 71 JIANGUO ROAD,CHAOYANG DISTRICT,100025 CITY: BEIJING STATE: F4 ZIP: 0 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Qihoo 360 Technology Co Ltd CENTRAL INDEX KEY: 0001508913 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86515 FILM NUMBER: 13606119 BUSINESS ADDRESS: STREET 1: 3/F, BUILDING #2 STREET 2: NO. 6 JIUXIANQIAO RD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 BUSINESS PHONE: (86-10) 5878-1000 MAIL ADDRESS: STREET 1: 3/F, BUILDING #2 STREET 2: NO. 6 JIUXIANQIAO RD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 FORMER COMPANY: FORMER CONFORMED NAME: Qihoo Technology Co Ltd DATE OF NAME CHANGE: 20101228 SC 13G/A 1 v335209_sc13ga.htm 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)*

 

Qihoo 360 Technology Co. Ltd.
(Name of Issuer)
 
Class A and Class B Ordinary Shares
(Title of Class of Securities)
 
74734M109
(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)

 

xRule 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).

 

(Continued on following pages)

 

 
 

 

CUSIP NO.:74734M109

  

(1) NAME OF REPORTING PERSONS
   
  Xiangdong Qi
   
(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

WITH

    
(5) SOLE VOTING POWER
   
  17,543,343
   
(6) SHARED VOTING POWER
   
  0
   
(7) SOLE DISPOSITIVE POWER
   
  17,543,343
   
(8) SHARED DISPOSITIVE POWER
  0

     
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  17,543,343  
   
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
     
     
(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.5%1

  
     
(12) TYPE OF REPORTING PERSON*
   
  IN

 

 

1 As a percentage of 184,157,097 total outstanding issued Class A and Class B ordinary shares as of December 31, 2012. The voting power of the ordinary shares beneficially owned by the reporting person represents 18.9% of total outstanding voting power of all Class A and Class B ordinary shares.

  

1
 

 

CUSIP NO.:74734M109

 

(1) NAME OF REPORTING PERSONS
   
  Young Vision Group 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

WITH

    
(5) SOLE VOTING POWER
   
  15,823,344
   
(6) SHARED VOTING POWER
   
  0
   
(7) SOLE DISPOSITIVE POWER
   
  15,823,344
   
(8) SHARED DISPOSITIVE POWER
  0

     
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  15,823,344  
     
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
     
     
(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.6%2

  
   
(12) TYPE OF REPORTING PERSON*
   
  CO

 

 

 2 As a percentage of 184,157,097 total outstanding issued Class A and Class B ordinary shares as of December 31, 2012. The voting power of the ordinary shares beneficially owned by the reporting person represents 18.5% of total outstanding voting power of all Class A and Class B ordinary shares.

   

2
 

 

CUSIP NO.:74734M109

 

(1) NAME OF REPORTING PERSONS
   
  East Line Holdings 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

WITH

 (5) SOLE VOTING POWER
   
  15,823,344
   
(6) SHARED VOTING POWER
   
  0
   
(7) SOLE DISPOSITIVE POWER
   
  15,823,344
   
(8) SHARED DISPOSITIVE POWER
   
  0

     
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  15,823,344  
     
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
     
     
(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.6%3

  
   
(12) TYPE OF REPORTING PERSON*
   
  CO

 

 

3 As a percentage of 184,157,097 total outstanding issued Class A and Class B ordinary shares as of December 31, 2012. The voting power of the ordinary shares beneficially owned by the reporting person represents 18.5% of total outstanding voting power of all Class A and Class B ordinary shares.

 

3
 

  

Item 1(a)Name of Issuer:

 

Qihoo 360 Technology Co. Ltd.

 

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

 

Qihoo 360 Technology Co. Ltd., Building #2, 6 Jiuxianqiao Road, Chaoyang District, Beijing 100015, People's Republic of China

 

Item 2(a)Name of Person Filing:

 

Xiangdong Qi

Young Vision Group Limited

East Line Holdings Limited

 

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

 

For all reporting persons: 

c/o Qihoo 360 Technology Co. Ltd., Building #2, 6 Jiuxianqiao Road, Chaoyang District, Beijing 100015, People's Republic of China

 

Item 2(c)Citizenship:

 

Xiangdong Qi: People’s Republic of China

Young Vision Group Limited: British Virgin Islands

East Line Holding limited: British Virgin Islands

 

Item 2(d)Title of Class of Securities:

 

Ordinary shares

 

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Each Class B ordinary shares is entitled to five votes, whereas each Class A ordinary share is entitled to one vote.

 

Item 2(e)CUSIP Number:

 

74734M109

 

Item 3Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

 

Not Applicable

 

4
 

  

Item 4Ownership:

 

The following information with respect to the ownership of the ordinary shares of the issuer by each of the reporting persons is provided as of December 31, 2012.

 

          Number of shares as to which such person has:
Reporting
Person		  Amount
Beneficially
Owned		 

Percent of
Class(1)

   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		 
                      
Xiangdong Qi  17,543,343 ordinary shares(2)   9.5%(3)  17,543,343 ordinary shares   0   17,543,343 ordinary shares   0 
                         
Young Vision Group Limited  15,823,344 ordinary shares(4)   8.6%(5)  15,823,344 ordinary shares   0   15,823,344 ordinary shares   0 
                         
East Line Holdings Limited  15,823,344 ordinary shares(6)   8.6%(5)  15,823,344 ordinary shares   0   15,823,344 ordinary shares   0 

  

(1)As a percentage of 184,157,097 total outstanding issued Class A and Class B ordinary shares as of December 31, 2012.

 

(2)Consists of (i) 1,719,999 Class A ordinary shares beneficially owned by Mr. Qi in the form of American depositary shares, and (ii) 15,823,344 Class B ordinary shares held by Young Vision Group Limited (“Young Vision”), a British Virgin Islands company, which is wholly-owned by East Line Holdings Limited (“East Line”), a British Virgin Islands company, which is in turn wholly-owned by Mr. Qi. Mr. Qi expressly disclaims beneficial ownership in 1,274,039 Class B ordinary shares allocated to award the Issuer’s employees and consultants under the Issuer’s 2006 Employee Share Vesting Scheme.

 

(3)The voting power of the shares beneficially owned represents 18.9% of total outstanding voting power of all Class A and Class B ordinary shares.

 

(4)Consists of 15,823,344 Class B ordinary shares. Young Vision expressly disclaims beneficial ownership in 1,274,039 Class B ordinary shares allocated to award the Issuer’s employees and consultants under the Issuer’s 2006 Employee Share Vesting Scheme.

 

(5)The voting power of the shares beneficially owned represents 18.5% of total outstanding voting power of all Class A and Class B ordinary shares.

 

(6)Consists of 15,823,344 Class B ordinary shares. East Line expressly disclaims beneficial ownership in 1,274,039 Class B ordinary shares allocated to award the Issuer’s employees and consultants under the Issuer’s 2006 Employee Share Vesting Scheme.

 

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

 

Not Applicable

 

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

 

Not Applicable

 

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

 

Not Applicable

 

5
 

 

Item 8Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9Notice of Dissolution of Group.

 

Not Applicable

 

Item 10Certifications.

 

Not Applicable

 

6
 

 

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 14, 2013

 

Xiangdong Qi /s/ Xiangdong Qi
  Xiangdong Qi
   
East Line Holdings Limited By: /s/ Xiangdong Qi
  Name: Xiangdong Qi
  Title: Director
   
Young Vision Group Limited By: /s/ Xiangdong Qi
  Name: Xiangdong Qi
  Title: Director

 

[Signature Page to Schedule 13G/A]

 

 
 

 

LIST OF EXHIBITS

 

Exhibit No.

  

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 Class A and Class B Ordinary Shares, par value $0.001 per share, of Qihoo 360 Technology Co. Ltd., 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.

 

[Remainder of this page has been left intentionally blank.]

 

 
 

 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2013.

 

Xiangdong Qi /s/ Xiangdong Qi
  Xiangdong Qi
   
East Line Holdings Limited By: /s/ Xiangdong Qi
  Name: Xiangdong Qi
  Title: Director
     
Young Vision Group Limited By: /s/ Xiangdong Qi
  Name: Xiangdong Qi
  Title: Director

 

[Signature Page to Joint Filing Agreement]