0000950170-24-140954.txt : 20241230 0000950170-24-140954.hdr.sgml : 20241230 20241230082409 ACCESSION NUMBER: 0000950170-24-140954 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20241230 DATE AS OF CHANGE: 20241230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sohu.com Ltd CENTRAL INDEX KEY: 0001734107 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology IRS NUMBER: 980408469 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90502 FILM NUMBER: 241586993 BUSINESS ADDRESS: STREET 1: LEVEL 18, SOHU.COM MEDIA PLAZA, BLOCK 3 STREET 2: NO. 2 KEXUEYUAN S. RD., HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100190 BUSINESS PHONE: 86-10-6272-6666 MAIL ADDRESS: STREET 1: LEVEL 18, SOHU.COM MEDIA PLAZA, BLOCK 3 STREET 2: NO. 2 KEXUEYUAN S. RD., HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100190 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZHANG CHARLES CENTRAL INDEX KEY: 0001118920 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: 7 JIANGGUOMEN NEI AVE #519 TOWER 2 STREET 2: BRIGHT CHINA CHANG AN BLD BEIJING 100005 CITY: PEOPLES REP OF CHINA STATE: F5 ZIP: 00000 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001193125-04-103759 0001118920 XXXXXXXX LIVE 15 Ordinary Shares, $0.001 par value 12/20/2024 false 0001734107 83410S108 Sohu.com Limited

LEVEL 18, SOHU.COM MEDIA PLAZA, BLOCK 3 NO. 2 KEXUEYUAN S. RD., HAIDIAN DISTRICT BEIJING F4 100190

Timothy B. Bancroft 617-574-3511 Goulston & Storrs PC One Post Office Square Boston MA 02109 0001118920 N Charles Zhang b PF N F4 413700 11048400 413700 11048400 11462100 N 37.9 IN Ordinary Shares, $0.001 par value Sohu.com Limited LEVEL 18, SOHU.COM MEDIA PLAZA, BLOCK 3 NO. 2 KEXUEYUAN S. RD., HAIDIAN DISTRICT BEIJING F4 100190 Item 3 is hereby supplemented as follows: On December 20, 2024, Charles Zhang ("Dr. Zhang") exercised an option for the purchase of 75,000 ordinary shares, par value $0.001 per share ("Ordinary Shares"), of Sohu.com Limited, a Cayman Islands company (the "Issuer"), at an exercise price of $0.001 per share. Dr. Zhang funded the purchase with his personal funds. Item 4 is hereby supplemented as follows: On December 20, 2024, Dr. Zhang exercised an option for the purchase of 75,000 Ordinary Shares of the Issuer for investment purposes. Item 5(a) is hereby amended and restated to read in its entirety as follows: Amount Beneficially Owned: As of the date of this Amendment No. 15 (this "Amendment"), Dr. Zhang beneficially owns or may be deemed to beneficially own 11,462,100 Ordinary Shares, which include (i) 343,700 Ordinary Shares represented by an equal number of American depositary shares ("ADSs"), each representing one Ordinary Share, that are held by Dr. Zhang; (ii) 70,000 Ordinary Shares issuable upon the exercise of share options held by Dr. Zhang that are vested or will vest within 60 days following the date of this Amendment; and (iii) 11,048,400 Ordinary Shares represented by ADSs held by Photon Group Limited, a British Virgin Islands corporation ("Photon"). Dr. Zhang is one of the Directors of Photon and may be deemed to beneficially own the 11,048,400 Ordinary Shares beneficially owned by Photon. Dr. Zhang shares with the other Directors of Photon the power to vote and dispose of or direct the disposition of such Ordinary Shares. Dr. Zhang disclaims beneficial ownership of the 11,048,400 Ordinary Shares represented by the ADSs held by Photon except to the extent of his pecuniary interest in such Ordinary Shares. Photon is a British Virgin Islands corporation with principal offices at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Photon is an investment holding company. During the five years prior to the date of this Amendment, neither Photon nor any of its directors, officers, shareholders, or control persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Also, during the five years prior to the date hereof, neither Photon nor any of its directors, officers, shareholders, or control persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Perecent of Class: 37.9% The foregoing percentage is calculated basd on 30,155,400 Ordinary Shares of the Issuer outstanding as of December 20, 2024. Item 5(b) is hereby amended and restated to read in its entirety as follows: Number of shares as to which Dr. Zhang has: (i) sole power to vote or to direct the vote: 413,700 Ordinary Shares. (ii) shared power to vote or to direct the vote: 11,048,400 Ordinary Shares. (iii) sole power to dispose or to direct the disposition of: 413,700 Ordinary Shares. (iv) shared power to dispose or to direct the disposition of: 11,048,400 Ordinary Shares. The following transactions have been effected during the past 60 days: See Item 3. Charles Zhang /s/ Charles Zhang 12/30/2024