UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Vimicro International Corporation
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G9366M103
(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.
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).
(Continued on following pages)
CUSIP NO. G9366M103 |
Schedule 13 G |
| 1 |
NAME OF REPORTING PERSON
Zhaowei Jin
| ||
| 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 7,218,243 ordinary shares | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 7,218,243 ordinary shares | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
7,218,243 ordinary shares
| ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.19% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP NO. G9366M103 |
Schedule 13 G |
1 |
NAME OF REPORTING PERSON
Vimicro Shenzhen Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| ||
| 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 3,391,851 ordinary shares | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 3,391,851 ordinary shares | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
3,391,851 ordinary shares
| ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| ||
| 12 | TYPE OF REPORTING PERSON* CO | ||
ITEM 1(a). NAME OF ISSUER:
Vimicro International Corporation (the “Issuer”)
ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
15/F Shining Tower, No. 35 Xueyuan Road, Haidian District, Beijing 100083,
People’s Republic of China
ITEM 2(a). NAME OF PERSON FILING:
Zhaowei Jin
Vimicro Shenzhen Corporation (the “Record Holder”)
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
For all filers:
15/F Shining Tower, No. 35 Xueyuan Road
Haidian District, Beijing 100083
People’s Republic of China.
ITEM 2(c) CITIZENSHIP:
Zhaowei Jin is a citizen of the People’s Republic of China.
The Record Holder is a British Virgin Islands corporation
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Ordinary Shares
ITEM 2(e). CUSIP NUMBER:
G9366M103
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP:
| Reporting Person | Amount beneficially owned: | Percent of class: | Sole power to vote or direct
| 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: | ||||||||||||||||||
| Zhaowei Jin | 7,218,243 | 6.19 | % | 7,218,243 | 0 | 7,218,243 | 0 | |||||||||||||||||
| Vimicro Shenzhen Corporation | 3,391,851 | 2.91 | % | 3,391,851 | 0 | 3,391,851 | 0 | |||||||||||||||||
The Record Holder is the record owner of 3,391,851 ordinary shares of the Issuer. Zhaowei Jin is the sole director and shareholder of the Record Holder and may be deemed to be the beneficial owner of the ordinary shares held by the Record Holder. Zhaowei Jin is the record owner of 234,240 ordinary shares as vested restricted shares granted under Employee Stock Incentive Plan.
Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Jin may be deemed to be the beneficial owner of 3,592,152 ordinary shares issuable upon the exercise of vested options within 60 days after the date of filing this schedule 13G.
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 THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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. CERTIFICATION:
Not applicable
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 28, 2013 | |
| Zhaowei Jin | /s/ Zhaowei Jin |
| Zhaowei Jin | |
| Vimicro Shenzhen Corporation | By: /s/ Zhaowei Jin |
| Name: Zhaowei Jin | |
| Title: Director |