0000898432-20-000605.txt : 20200619 0000898432-20-000605.hdr.sgml : 20200619 20200619171206 ACCESSION NUMBER: 0000898432-20-000605 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200619 DATE AS OF CHANGE: 20200619 GROUP MEMBERS: CHINAROCK CAPITAL MANAGEMENT LTD GROUP MEMBERS: CHUN R. DING GROUP MEMBERS: CRCM LLC GROUP MEMBERS: CRCM LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Renren Inc. CENTRAL INDEX KEY: 0001509223 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86666 FILM NUMBER: 20976478 BUSINESS ADDRESS: STREET 1: 5/F, NORTH WING STREET 2: 18 JIUXIANQIAO MIDDLE ROAD CITY: CHAOYANG DISTRICT, BEIJING STATE: F4 ZIP: 100016 BUSINESS PHONE: 86 (10) 8448-1818 MAIL ADDRESS: STREET 1: 5/F, NORTH WING STREET 2: 18 JIUXIANQIAO MIDDLE ROAD CITY: CHAOYANG DISTRICT, BEIJING STATE: F4 ZIP: 100016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRCM INSTITUTIONAL MASTER FUND (BVI), LTD. CENTRAL INDEX KEY: 0001470845 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES (BVI) STREET 2: PO BOX 4041, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 415-578-5700 MAIL ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES (BVI) STREET 2: PO BOX 4041, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 FORMER COMPANY: FORMER CONFORMED NAME: CRCM INSTITUTIONAL MASTER FUND (BVI) LTD. DATE OF NAME CHANGE: 20090824 SC 13G 1 sc13g.htm
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No._)*



Renren Inc.
(Name of Issuer)
 
Class A Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
 
759892300
(CUSIP Number)
 
May 27, 2020
(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)
☐ 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 the disclosures provided in a prior cover page.

**The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Company's American Depositary Shares, each representing forty-five (45) Class A Ordinary Shares, is 759892102.
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).
 
Exhibit Index Found on Page 10

CUSIP No.  759892300
    
1
NAMES OF REPORTING PERSONS
 
 
CRCM Institutional Master Fund (BVI), Ltd.

I.R.S. Identification Nos. of above persons (entities only)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. 
   
(b)☒ **
 
 
 
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
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  62,905,470 Class A Ordinary Shares**
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.01% of the total shares of Class A Ordinary Shares**
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share. 
 
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30, 2019 as indicated in the Issuer's unaudited second quarter 2019 financial results. 
2
CUSIP No.  759892300
    
1
NAMES OF REPORTING PERSONS
 
 
CRCM LP
   
I.R.S. Identification Nos. of above persons (entities only)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. 
   
(b)☒ **
 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  62,905,470 Class A Ordinary Shares**
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.01% of the total shares of Class A Ordinary Shares**
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share. 
 
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30, 2019 as indicated in the Issuer's unaudited second quarter 2019 financial results. 
3
CUSIP No.  759892300
    
1
NAMES OF REPORTING PERSONS
 
 
ChinaRock Capital Management Limited

I.R.S. Identification Nos. of above persons (entities only)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. 
   
(b)☒ **
 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Hong Kong, China
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  62,905,470 Class A Ordinary Shares**
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.01% of the total shares of Class A Ordinary Shares**
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share. 
 
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30, 2019 as indicated in the Issuer's unaudited second quarter 2019 financial results. 
4
CUSIP No.  759892300
    
1
NAMES OF REPORTING PERSONS
 
 
CRCM LLC

I.R.S. Identification Nos. of above persons (entities only)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. 
   
(b)☒ **
 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  62,905,470 Class A Ordinary Shares**
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.01% of the total shares of Class A Ordinary Shares**
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share. 
 
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30, 2019 as indicated in the Issuer's unaudited second quarter 2019 financial results. 
5

CUSIP No.  759892300
    
1
NAMES OF REPORTING PERSONS
 
 
Chun R. Ding

I.R.S. Identification Nos. of above persons (entities only)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. 
   
(b)☒ **
 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Grenada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
62,905,470 Class A Ordinary Shares**
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  62,905,470 Class A Ordinary Shares**
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.01% of the total shares of Class A Ordinary Shares**
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN
 
 
 
 

*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share. 
 
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30, 2019 as indicated in the Issuer's unaudited second quarter 2019 financial results. 
6
Item 1.

(a) Name of lssuer: Renren Inc. (the "Company")
 
(b) Address of Issuer's Principal Executive Offices: 5/F, North Wing, 18 Jiuxianqiao Middle Road, Chaoyang District, Beijing 100016, People's Republic of China.

Item 2. 

(a) Name of Person Filing:

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons."

 
 (i)
 CRCM Institutional Master Fund (BVI), Ltd., a British Virgin Islands limited company ("CRCM Fund"), with respect to the Class A Ordinary Shares (as defined below) held by it;
 
 
 
 
 (ii)
CRCM LP, a Delaware limited partnership and the investment manager of the CRCM Fund (the "Investment Manager"), with respect to the Class A Ordinary Shares held by the CRCM Fund;
 
 
 
 
 (iii)
ChinaRock Capital Management Limited, a Hong Kong company limited by shares and the sub-investment adviser to the Investment Manager (the "Sub-Investment Adviser"), with respect to the Class A Ordinary Shares held by the CRCM Fund;
 
 
 
 
 (iv)
CRCM LLC, a Delaware limited liability company and the general  partner of the Investment Manager (the "General  Partner"), with respect  to the Class A Ordinary Shares held by the CRCM Fund; and
     
  (v)
Chun R. Ding ("Ding"), a Grenada citizen and the managing partner of the Investment Manager, the director of the Sub-Investment Adviser and a member of the General Partner, with respect to the Class A Ordinary Shares held by the CRCM Fund.

(b) Address of Principal Business Office or, if none, Residence:

The address of the principal business of (i) the CRCM Fund is: c/o lntertrust (BVI) Limited, PO Box 4041, Road Town, Tortola, British Virgin Islands VG1110; (ii) the Investment Manager, the General Partner is 475 Sansome Street, Suite 730, San Francisco, CA 94111; and (iii) the Sub-Investment Adviser and Ding is Unit 1617, 16th Floor, The Metropolis Tower, 10 Metropolis Drive, Hunghom, Kowloon , Hong Kong, China.

(c) Citizenship:

The citizenship of each Reporting Person is set forth above.

(d) Title and Class of Securities:

This statement relates to Class A Ordinary Shares and American Depositary Shares, each reporting forty-five (45) Class A Ordinary Shares, par value $0.001 per share.

(e) CUSIP Number: The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Company's American Depositary Shares, each representing forty-five (45) Class A Ordinary Shares, is 759892102.
7
Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
 ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)
 ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
 ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
 ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
 ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
 ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
 ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
 ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
 ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
 ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.  

The information required by Items 4(a) - (c) is set forth  in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

The Class A Ordinary Shares reported hereby for the CRCM Fund are owned directly by the applicable fund. The Investment Manager, as investment manager of the CRCM Fund, may be deemed to be the beneficial owner of all such Class A Ordinary Shares owned by the CRCM Fund. The Sub-Investment Adviser, as sub-investment adviser to the Investment Manager, may be deemed to be the beneficial owner of all such Class A Ordinary Shares owned by the CRCM Fund. The General Partner, as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such Class A Ordinary Shares owned by the CRCM Fund. Ding, as managing partner of the Investment Manager director of the Sub-Investment Adviser and member of the General Partner with the power to exercise investment discretion, may be deemed to be the beneficial owner of all such Class A Ordinary Shares owned by the CRCM Fund. Each of the Investment Manager, the Sub-Investment Adviser, the General Partner and Ding hereby disclaims any beneficial ownership of any such Class A Ordinary Shares.

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

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
8
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A

Item 8. Identification and Classification of Members of the Group: N/A

Item 9. Notice of Dissolution of Group: N/A

Item 10. Certification

By signing below I certify that to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of  the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date:  June 19, 2020

 
 /s/ Kelvin Koo
 
 
 CHINAROCK CAPITAL MANAGEMENT LIMITED
 
 
 On its own behalf and as the Sub-Investment Adviser to
 
 
 CRCM Institutional Master Fund (BVI), Ltd.
 
 
 By:  Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Director
 


 
 /s/ Kelvin Koo
 
 
 CRCM LLC,
 
 
 On its own behalf and as the General Partner of
 
 
 CRCM Institutional Master Fund (BVI), Ltd.
 
 
 By:  Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member
 


 
 /s/ Kelvin Koo
 
 
 By:  Kelvin Koo, Attorney-in-Fact for Chun R. Ding
 

9
Exhibit Index


Exhibit 1
 Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
 
 
Exhibit 2
 Power of Attorney appointing Kelvin Koo as true and lawful attorney-in-fact for Chun Ding (previously filed)







10
EXHIBIT 1
to
SCHEDULE 13G


JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-l(k)

The undersigned acknowledge and agree that the foregoing  statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the  other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: June 19, 2020


/s/ Kelvin Koo                                                                        
CHINAROCK CAPITAL MANAGEMENT LIMITED
On its own behalf and as the Sub-Investment Adviser to the
CRCM Institutional Master Fund (BVI), Ltd.
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Director
/s/ Kelvin Koo                                                                      
CRCM LLC,
On its own behalf and
as the General Partner of
CRCM LP,
as the Investment Manager of
CRCM Institutional Master Fund (BVI), Limited
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member
/s/ Kelvin Koo                                                                     
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding






11