SC 13D/A 1 eh1301343_13da3-vimicro.htm AMENDMENT NO. 3 eh1301343_13da3-vimicro.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
 
VIMICRO INTERNATIONAL CORPORATION
(Name of Issuer)
 
ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
 
92718N109**
(CUSIP Number)
 
THOMAS J. MURPHY
C/O GENERAL ATLANTIC SERVICE COMPANY, LLC
55 East 52nd Street,
32nd Floor
New York, NY 10055
(212) 715-4000
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
 
December 18, 2013
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
*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).
**  The CUSIP Number relates only to the American Depositary Shares of Vimicro International Corporation.
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 2 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
______________
(1)  Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.
 
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 3 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar (Bermuda), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
______________
(1)  Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 4 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP (Bermuda) Limited
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
______________
(1)  Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.
 

 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 5 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners (Bermuda), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
______________
(1) Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.

 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 6 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP-W International, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
______________
(1)  Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 7 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GapStar, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
______________
(1) Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.

 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 8 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
______________
(1) Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.
 
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 9 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
______________
(1) Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.
 
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 10 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO GmbH & Co. KG
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
______________
(1) Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.
 
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 11 of 20


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO Management GmbH
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
11,267,755 (1)
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
11,267,755 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,267,755 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
______________
(1) Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the  2,001,864 Ordinary Shares underlying the 500,466 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 12 of 20
 
 
ITEM 1.
SECURITY AND ISSUER.
 
This Amendment No. 3 to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D, dated as of December 1, 2005 and previously amended as of December 19, 2005 and as of March 14, 2013 (as so amended, the “Schedule 13D”), with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Vimicro International Corporation, a Cayman Islands corporation (the “Company”), and the American depositary shares (the “ADSs”) representing Ordinary Shares of the Company. Every one ADS represents four Ordinary Shares.
 
The address of the principal executive office of the Company is 15/F Shining Tower, No. 35 Xueyuan Road, Haidian District, Beijing 100191, People's Republic of China.
 
ITEM 2.
IDENTITY AND BACKGROUND.
 
Item 2 is hereby amended and restated as follows.
 
(a) REPORTING PERSONS

This statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The members of the group are:

(i)
General Atlantic LLC, a Delaware limited liability company  (“GA”);
(ii)
General Atlantic GenPar (Bermuda), L.P., a Bermuda limited partnership (“GA GenPar LP”)
(iii)
GAP (Bermuda) Limited, a Bermuda exempted company (“GAP Bermuda GenPar”);
(iv)
General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”);
(v)
GAP-W International, L.P., a Bermuda limited partnership (“GAP-W”);
(vi)
GapStar, LLC, a Delaware limited liability company (“GapStar”)
(vii)
GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
(viii)
GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
(ix)
GAPCO GmbH & Co. KG, a German limited partnership  (“KG”); and
(x)
GAPCO Management GmbH, a German corporation (“GmbH Management”).

We refer to GA, GA GenPar LP, GAP Bermuda GenPar, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV, KG and GmbH Management, collectively as the “Reporting Persons”.
 
(b) RESIDENCE OR BUSINESS ADDRESS

The principal business of each Reporting Person (other than KG and GmbH Management) is located at:

c/o General Atlantic Service Company, LLC
55 East 52nd Street,
32nd Floor
New York, NY 10055

The principal business of KG and GmbH Management is located at:

c/o General Atlantic GmbH,
Maximilianstrasse 35b
80539 Munich
Germany

(c) PRINCIPAL BUSINESS

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
  
GAP Bermuda GenPar is the general partner of GA GenPar LP. GA GenPar LP is the general partner of GAP LP and GAP-W. GA is the managing member of GAPCO III and GAPCO IV, and certain Managing Directors of GA are the members and officers of GapStar. The Managing Directors of GA are the directors and executive officers of GAP Bermuda GenPar. GmbH Management is the general partner of KG. The Managing Directors of GA make voting and investment decisions with respect to the securities held by KG and GmbH Management. There are 22 Managing Directors of GA. The information with respect to each
 
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 13 of 20

 
such GA Managing Director required by General Instruction C to Schedule 13D is attached hereto as Schedule A and hereby incorporated by reference. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA.  Each of the Managing Directors of GA disclaims ownership of the Ordinary Shares and ADSs owned by the Reporting Persons except to the extent he or she has a pecuniary interest therein.

By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the Ordinary Shares and ADSs that each owns of record. GA, GA GenPar LP, GAP Bermuda GenPar, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV, KG and GmbH Management are a “group” within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended, and may be deemed to beneficially own the number of Shares indicated below.

(d)-(e)
 
None of the Reporting Persons and none of the individuals listed on Schedule A, during the last five years, have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
 
(f)
 
(i)
GA – Delaware
(ii)
GA GenPar LP – Bermuda
(iii)
GAP Bermuda GenPar – Bermuda
(iv)
GAP LP – Bermuda
(v)
GAP-W – Bermuda
(vi)
GapStar – Delaware
(vii)
GAPCO III – Delaware
(viii)
GAPCO IV – Delware
(ix)
KG—Germany
(x)
GmbH Management – Germany
 
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
No material change.
 
ITEM 4.
PURPOSE OF TRANSACTION.
 
Item 4 is supplemented hereby with the following:
 
On December 18, 2013, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV and KG (collectively, the “Record Holders”) sold to the Company, in the aggregate, (a) 9,265,895 Ordinary Shares at a price of $0.4925 per Ordinary Share and (b) 500,468 ADSs at a price of $1.97 per ADS, in a private transaction pursuant to a Purchase and Sale Agreement, dated December 18, 2013 among the Record Holders and the Company (the “Company Purchase and Sale Agreement”), filed herein as Exhibit 99.5.

Also pursuant to the Company Purchase and Sale Agreement, the Record Holders have agreed to sell to the Company and the Company has agreed to purchase, in the aggregate, an additional 9,265,891 Ordinary Shares and 500,466 ADSs on January 15, 2014, subject to the Company’s right to delay such sale until January 31, 2014.  If such sale occurs on January 15, 2014, the Record Holders have agreed to sell Ordinary Shares at a price of $0.4925 per Ordinary Share and ADSs at a price of $1.97 per ADS.  In the event that the Company exercises its right to delay such sale until January 31, 2014, the Record Holders have agreed to sell (a) such Ordinary Shares at a price equal to the greater of (i) $0.4925 per Ordinary Share and (ii) the average daily closing price of the ADS (such average divided by four) traded on the NASDAQ Global Market over the 90 calendar days preceding January 15, 2014 and (b) such ADSs at a price equal to the greater of (i) $1.97 per ADS and (ii) the average daily closing price of the ADS traded on the NASDAQ Global Market over the 90 calendar days preceding January 15, 2014.

Following the sale described in the immediately preceding paragraph, the Reporting Persons will own no shares (Ordinary Shares or ADSs) in the Company.

The Company Purchase and Sale Agreement is filed herewith as Exhibit 99.5, and the foregoing summary is qualified in its entirety by the terms thereof.
 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
 
Item 5 is hereby amended and restated as follows.
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 14 of 20

 
(a)

As of the date hereof, GA, GA GenPar LP, GAP Bermuda GenPar, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV, KG and GmbH Management each own of record the following number of Ordinary Shares and ADSs representing the following percentage of the Company's issued and outstanding Ordinary Shares. Each ADS represents four Ordinary Shares.

Reporting Person
Ordinary Shares
ADSs
Total Ordinary Shares,
Including Shares
Underlying ADSs
Percentage of
Outstanding
Ordinary
Shares
GA
0 
0 
0 
0.0% 
GA GenPar LP
0 
0 
0 
0.0% 
GAP Bermuda GenPar
0 
0 
0 
0.0% 
GAP LP
6,362,896 
357,404 
7,792,512 
6.8% 
GAP-W
2,197,401 
96,334 
2,582,737 
2.2% 
GapStar
115,823 
10,563 
158,075 
0.1% 
GAPCO III
456,395 
28,782 
571,523 
0.5% 
GAPCO IV
123,438 
6,508 
149,470 
0.1% 
KG
9,938 
875 
13,438 
0.0% 
GmbH Management
0 
 0 
0 
0.0% 

Based on calculations made in accordance with Rule 13d-3(d), and there being 115,035,593 Ordinary Shares outstanding as of September 30, 2013, as reported in the Company’s Annual Report on Form 6-K filed with the Securities and Exchange Commission on November 5, 2013, each of the Reporting Persons may be deemed to beneficially own approximately 9.8% of the outstanding Ordinary Shares.
 
(b)

By virtue of the fact that (a) GAP Bermuda GenPar is the general partner of GA GenPar LP, and GA GenPar LP is the general partner of GAP LP and GAP-W; (b) GA is the managing member of GAPCO III and GAPCO IV; (c) certain Managing Directors of GA are the members and officers of GapStar; (d) the Managing Directors of GA are the directors and executive officers of GAP Bermuda GenPar; (e) GmbH Management is the general partner of KG; and (f) the Managing Directors of GA make voting and investment decisions with respect to the securities held by KG and GmbH Management, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the Ordinary Shares and ADSs which each owns of record.

As of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 11,267,755 Ordinary Shares (which includes 9,265,891 Ordinary Shares and 2,001,864 Ordinary Shares underlying the 500,466 ADSs beneficially owned by the Reporting Persons), or 9.8% of the Ordinary Shares.

(c)

Except as set forth in this paragraph (c) and except as set forth in the Schedule 13D, to the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the Ordinary Shares or ADSs during the past 60 days. On December 18, 2013, the Record Holders sold the following number of Ordinary Shares and ADSs for the price per ADSs set forth below to the Company in a private transaction, pursuant to the Company Purchase and Sale Agreement.

Reporting Person
Ordinary Shares
Sold
Price Per
Ordinary Share
ADSs Sold
Price Per ADS
GAP LP
6,362,896 
$0.4925 
 357,404 
$1.97 
GAP-W
2,197,402 
$0.4925 
 96,334 
$1.97 
GapStar
115,824 
$0.4925 
 10,564 
$1.97 
GAPCO III
456,395 
$0.4925 
 28,782 
$1.97 
GAPCO IV
123,439 
$0.4925 
 6,509 
$1.97 
KG
9,939 
$0.4925 
 875 
$1.97 

The Company Purchase and Sale Agreement is filed herewith as Exhibit 99.5, and the foregoing summary is qualified in its entirety by the terms thereof.
 
(d)
 
No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 15 of 20
 
(e)
 
Not Applicable.
 
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER.
 
Item 6 is hereby supplemented as follows.
 
See the description of the Company Purchase and Sale Agreement in Items 4 and 5(c) above, which are incorporated herein by reference.

 
ITEM 7.
MATERIALS TO BE FILED AS EXHIBITS.
 

Exhibit Index
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 16 of 20

 
SIGNATURES
 
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 as of December 19, 2013
 
 
GENERAL ATLANTIC LLC
  
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy
  
   
Title:    Managing Director
  
       
 
 
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
       
 
By:
GAP (Bermuda) Limited, its General Partner
  
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy
  
   
Title:    Vice President
  
       
 
 
GAP (BERMUDA) LIMITED
  
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy
  
   
Title:    Vice President
  
       
 
 
GENERAL ATLANTIC PARTNERS (BERMUDA), L.P.
     
 
By:
General Atlantic GenPar (Bermuda), L.P., its General Partner
     
 
By:
GAP (Bermuda) Limited, its General Partner
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy
  
   
Title:    Vice President
  
       
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 17 of 20

 
 
 
GAP-W INTERNATIONAL, L.P.
  
       
 
By:
General Atlantic GenPar (Bermuda), L.P., its General Partner
  
       
 
By:
GAP (Bermuda) Limited, its General Partner
  
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy 
  
   
Title:    Vice President 
  
       
 
 
GAPSTAR, LLC
  
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy
  
   
Title:    Vice President 
  
       

 
GAP COINVESTMENTS III, LLC
  
       
 
By:
General Atlantic LLC, its Managing Member
  
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy
  
   
Title:    Managing Director
  
       
 
 
GAP COINVESTMENTS IV, LLC
  
       
 
By:
General Atlantic LLC, its Managing Member
  
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy
  
   
Title:    Managing Director
  
       
 
 
GAPCO GmbH & Co. KG
  
       
 
By:
GAPCO Management GMBH, its General Partner
  
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy 
  
   
Title:    Managing Director
  
       
 
 
GAPCO MANAGEMENT GMBH
  
       
 
By:
/s/ Thomas J. Murphy
  
   
Name:  Thomas J. Murphy
  
   
Title:    Managing Director 
  


 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 18 of 20

 
SCHEDULE A
 
GA Managing Directors

 
Name
Business Address
Citizenship
 
Steven A. Denning
(Chairman)
600 Steamboat Road
Greenwich, Connecticut 06830
 
United States
William E. Ford
(Chief Executive Officer)
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States
J. Frank Brown
(Chief Operating Officer)
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States
Thomas J. Murphy
(Chief Financial Officer)
600 Steamboat Road
Greenwich, Connecticut 06830
 
United States
John D. Bernstein
23 Savile Row
London W1S 2ET
United Kingdom
 
United Kingdom
Gabriel Caillaux
23 Savile Row
London W1S 2ET
United Kingdom
 
France
Mark F. Dzialga
600 Steamboat Road
Greenwich, Connecticut 06830
 
United States
Cory A. Eaves
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States
Martin Escobari
Rua Dr. Renato Paes de Barros, 1017
15Ъ andar
04530-001
Sao Paulo, Brazil
 
Bolivia and Brazil
 
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 19 of 20

 
Patricia Hedley
600 Steamboat Road
Greenwich, Connecticut 06830
 
United States
David C. Hodgson
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States
René M. Kern
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States and Germany
Jonathan C. Korngold
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States
Christopher G. Lanning
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States
Xuesong Jeff X. Leng
Suite 5801, 58th Floor
Two International Finance Center
8 Finance Street
Central, Hong Kong
 
Hong Kong SAR
Anton J. Levy
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States
Adrianna C. Ma
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States
Sandeep Naik
17th Floor
Express Towers
Nariman Point
Mumbai 400 021
India
 
United States
 
 
 
 
 
 
 
 
 
CUSIP No. 92718N109
 
 SCHEDULE 13D
Page 20 of 20

 
 
Andrew C. Pearson
600 Steamboat Road
Greenwich, Connecticut 06830
 
United States
Brett B. Rochkind
228 Hamilton Ave.
Palo Alto, CA 94301
 
United States
David A. Rosenstein
55 East 52nd Street
32nd Floor
New York, New York 10055
 
United States
Philip P. Trahanas
600 Steamboat Road
Greenwich, Connecticut 06830
 
United States