SC 13G/A 1 tm214126d1_sc13ga.htm SCHEDULE 13G/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

(Amendment No. 8)

 

Renren Inc.
(Name of Issuer)
 
Class A ordinary shares, par value US$0.001 per share
(Title of Class of Securities)
 
759892300
(CUSIP Number)
 
December 31, 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)

 

þ 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 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).

 

 

 

 

 

SCHEDULE 13G

 

CUSIP No. 759892300  

 

1 Names of Reporting Persons
Joseph Chen
2 Check the appropriate box if a member of a Group (see instructions)
(a)  ¨
(b)  
¨
3 Sec Use Only
 
4 Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
5 Sole Voting Power
389,353,440 ordinary shares(1)
6 Shared Voting Power
0
7 Sole Dispositive Power
389,353,440 ordinary shares (1)
8 Shared Dispositive Power
0

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
389,353,440 ordinary shares(1)
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
11 Percent of class represented by amount in row (9)
36.4% of the Class A ordinary shares(2) (or 33.0% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares).
12 Type of Reporting Person (See Instructions)
IN

 

 

(1) Representing (i) 4,891,021 Class A ordinary shares, (ii) 99,999,990 Class A ordinary shares represented by 2,222,222 American depositary shares, (iii) 170,258,970 Class B ordinary shares, (iv) 104,970,330 options to purchase Class A ordinary shares exercisable within 60 days of December 31, 2020 and (v) 9,233,129 Class A ordinary shares which will be vested from restricted share units within 60 days of December 31, 2020 held by Joseph Chen. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder at any time. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(2) Based on 769,444,113 Class A ordinary shares outstanding as of December 31, 2020 and assuming all Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares and all options exercisable within 60 days of December 31, 2020 are exercised.

 

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ITEM 1(a).NAME OF ISSUER:

 

Renren Inc.

 

ITEM 1(b).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

4/F, Tower D, Building 15

No.5 Jiangtai Road

Chaoyang District, Beijing 100015

People’s Republic of China

 

ITEM 2(a).NAME OF PERSON FILING:

 

Joseph Chen

 

ITEM 2(b).ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

Joseph Chen

4/F, Tower D, Building 15

No.5 Jiangtai Road

Chaoyang District, Beijing 100015

People’s Republic of China

 

ITEM 2(c).CITIZENSHIP:

 

United States

 

ITEM 2(d).TITLE OF CLASS OF SECURITIES:

 

Class A ordinary shares. Each Class B ordinary share held by the reporting person is convertible into one Class A ordinary share at the option of the holder at any time.

 

ITEM 2(e).CUSIP NO.:

 

759892300

 

ITEM 3.Not Applicable

 

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ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the ordinary shares of the issuer by the reporting persons is provided as of December 31, 2020. The table below is prepared based on 769,444,113 shares of Class A ordinary shares and 305,388,450 shares of Class B ordinary shares outstanding at December 31, 2020:

 

Reporting Person: Joseph Chen  Class A
Ordinary
Shares
   Class B
Ordinary
Shares
   Total
Ordinary
Shares on an
As-converted
Basis
   Percentage
of Aggregate
Voting
Power(4)
 
(a) Amount beneficially owned:   389,353,440(1)   170,258,970    389,353,440(1)   -- 
(b) Percent of class:   36.4%(1)(2)   55.8%   33.0%(3)   48.9%(4)
(c) Number of shares as to which the person has:                    
(i) Sole power to vote or to direct the vote   389,353,440(1)   170,258,970    389,353,440(1)   -- 
(ii) Shared power to vote or to direct the vote   0    0    0    -- 
(iii) Sole power to dispose or to direct the disposition of   389,353,440(1)   170,258,970     389,353,440 (1)   -- 
(iv) Shared power to dispose or to direct the disposition of   0    0    0    -- 

 

 

(1) Represents 4,891,021 Class A ordinary shares, 99,999,990 Class A ordinary shares represented by 2,222,222 American depositary shares, 170,258,970 Class B ordinary shares and 104,970,330 options to purchase Class A ordinary shares exercisable within 60 days of December 31, 2020 and 9,233,129 Class A ordinary shares which will be vested from restricted share units within 60 days of December 31, 2020 held by the reporting person. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder at any time. Pursuant to Rule 13d-3(d)(1), all shares of Class B ordinary shares held by the reporting person shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A ordinary shares beneficially owned by the reporting person and (ii) calculating the percentages of the Class A ordinary shares owned by such person. Consequently, all Class A ordinary shares amounts and percentages are inclusive of the Class B ordinary shares amounts and percentages set forth herein.

(2) To derive this percentage, (x) the numerator is the sum of (i) 4,891,021, being the number of Class A ordinary shares held by the reporting person, (ii) 99,999,990, being the number of Class A ordinary shares represented by American depositary shares held by the reporting person, (iii) 170,258,970, being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the reporting person, (iv) 104,970,330, being the number of options to purchase Class A ordinary shares exercisable by the reporting person within 60 days of December 31, 2020, and (v) 9,233,129, being the number of Class A ordinary shares which will be vested from restricted share units within 60 days of December 31, 2020, and (y) the denominator is the sum of (i) 769,444,113, being the total number of the issuer’s Class A ordinary shares outstanding at December 31, 2020, (ii) 170,258,970, being the number of Class A ordinary shares that the reporting person has the rights to acquire upon conversion of the same number of Class B ordinary shares held by the reporting person, (iii) 104,970,330, being the number of options to purchase Class A ordinary shares exercisable by the reporting person within 60 days of December 31, 2020 and (iv) 9,233,129, being the number of Class A ordinary shares which will be vested from restricted share units within 60 days of December 31, 2020.

(3) To derive this percentage, (x) the numerator is the sum of (i) 4,891,021, being the number of Class A ordinary shares held by the reporting person, (ii) 99,999,990, being the number of Class A ordinary shares represented by American depositary shares held by the reporting person, (iii) 170,258,970, being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the reporting person, (iv) 104,970,330, being the number of options to purchase Class A ordinary shares exercisable by the reporting person within 60 days of December 31, 2020, and (v) 9,233,129, being the number of Class A ordinary shares which will be vested from restricted share units within 60 days of December 31, 2020, and (y) the denominator is the sum of (i) 769,444,113, being the total number of the issuer’s Class A ordinary shares outstanding at December 31, 2020, (ii) 305,388,450, being the total number of the issuer’s Class B ordinary shares outstanding at December 31, 2020 that are convertible into the same number of Class A ordinary shares, (iii) 104,970,330, being the number of options to purchase Class A ordinary shares exercisable by the reporting person within 60 days of December 31, 2020 and (iv) 9,233,129, being the number of Class A ordinary shares which will be vested from restricted share units within 60 days of December 31, 2020.

(4) Percentage of aggregate voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares of the issuer’s Class A and Class B ordinary shares on an as-converted basis. Each holder of the issuer’s Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of the issuer’s Class B ordinary shares is entitled to ten votes per Class B ordinary share.

 

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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 OR CONTROL PERSON

 

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

 

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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 3, 2021

 

  By: /s/ Joseph Chen
  Name: Joseph Chen

 

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