SC 13G/A 1 tm215137-4_sc13ga.htm SCHEDULE 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 3)*

 

Renren Inc.

(Name of Issuer)

 

American Depositary Shares (ADS), each representing

45 Class A Ordinary Shares, par value $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)

 

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)

 

**The CUSIP number is for the American Depository Shares relating to the Ordinary Shares that trade on the New York Stock Exchange.

 

Page 1 of 12 Pages

Exhibit Index Contained on Page 11

 

 

 

 

 

   

CUSIP NO.  759892300 13 G Page 2 of 12

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DCM III, L.P. (“DCM III”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)       ¨      (b)       x
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 Class A ordinary common shares (“shares”)

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

0 shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*

PN

 

 

 

 

CUSIP NO.  759892300 13 G Page 3 of 12

 


1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DCM III-A, L.P. (“DCM III-A”)

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)       ¨      (b)       x
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 shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

0 shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*

PN

 

 

 

 

CUSIP NO.  759892300 13 G Page 4 of 12

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DCM Affiliates Fund III, L.P. (“Aff III”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)       ¨      (b)       x

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 shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

0 shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*

PN

 

 

 

 

CUSIP NO.  759892300 13 G Page 5 of 12

 


1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

DCM Investment Management III, LLC (“GP III”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)       ¨      (b)       x
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 shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

0 shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*

OO

 

 

 

 

CUSIP NO.  759892300 13 G Page 6 of 12

 


1

NAME OF REPORTING PERSON

K. David Chao (“Chao”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)       ¨      (b)       x
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Japanese Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH
REPORTING

PERSON

WITH

5

SOLE VOTING POWER

2,820,455 Class A common shares.

6

SHARED VOTING POWER

0 shares.

7

SOLE DISPOSITIVE POWER

2,820,455 Class A common shares.

8

SHARED DISPOSITIVE POWER

0 shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,820,455

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.4%

12

TYPE OF REPORTING PERSON*

IN

 

 

 

 

CUSIP NO.  759892300 13 G Page 7 of 12

 

This Amendment No. 3 amends and restates in its entirety the Schedule 13G previously filed by DCM III, L.P. (“DCM III”), DCM III-A, L.P. (“DCM III-A”), DCM Affiliates Fund III, L.P. (“Aff III”), and DCM Investment Management III, LLC (“GP III”) and K. David Chao (“Chao”) (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A).NAME OF ISSUER

Renren Inc.

 

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

5/F, North Wing

18 Jiuxisnqiao Middle Road

Chaoyang District Beijing F4 100016

People’s Republic of China

 

ITEM 2(A).

NAME OF PERSONS FILING

 

This Schedule 13G is filed by DCM III, L.P., a Delaware limited partnership (“DCM III”), DCM III-A, L.P., a Delaware limited partnership (“DCM III-A”), and DCM Affiliates Fund III, L.P., a Delaware limited partnership (“Aff III”), and DCM Investment Management III, L.L.C., a Delaware limited liability company (“GP III”), and K. David Chao (“Chao”) , the managing member of GP III. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

GP III, the general partner of each of DCM III, DCM III-A and Aff III, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM III, DCM III-A and Aff III. Chao is the managing member of GP III and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM III, DCM III-A and Aff III.

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

DCM

2420 Sand Hill Road

Suite 200

Menlo Park, California 94025

 

ITEM 2(C)CITIZENSHIP

DCM III, DCM III-A, and Aff III are Delaware limited partnerships. GP III is a Delaware limited liability company. Chao is a Japanese citizen.

 

ITEM 2(D) AND (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

American Depositary Shares (ADS)

 

Each ADS represents an ownership interest in forty-five Class A ordinary shares. The Reporting Persons currently hold Class A ordinary shares, which may be deposited with the depositary for ADSs.

 

CUSIP # 759892300 (CUSIP Number for the ADSs, which are traded on the New York Stock Exchange. The Class A ordinary shares do not have a CUSIP Number.)

 

ITEM 3.Not Applicable

 

 

 

 

CUSIP NO.  759892300 13 G Page 8 of 12

 

ITEM 4.

OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)           Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)           Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)           Number of shares as to which such person has:

 

(i)             Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)           Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)          Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)          Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

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: x
Yes

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances, set forth in the limited partnership agreements of DCM III, DCM III-A and Aff III, and the limited liability company agreement of GP III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.

 

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.

 

 

 

 

CUSIP NO.  759892300 13 G Page 9 of 12

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

 

ITEM 10.CERTIFICATION.

Not applicable.

 

 

 

 

CUSIP NO.  759892300 13 G Page 10 of 12

 

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: February 9, 2021

 

 

  DCM III, L.P.
     
  By:  DCM INVESTMENT MANAGEMENT III, L.L.C.
  Its General Partner
     
  By: /s/ K. David Chao
    Name:  K. David Chao
    Title:  Managing Member
     
     
  DCM III-A, L.P.
  By:  DCM INVESTMENT MANAGEMENT III, L.L.C.
  Its General Partner
     
  By: /s/ K. David Chao
    Name:  K. David Chao
    Title:  Managing Member
     
     
  DCM AFFILIATES FUND III, L.P.
  By:  DCM INVESTMENT MANAGEMENT III, L.L.C.
  Its General Partner
     
     
  By: /s/ K. David Chao
    Name:  K. David Chao
    Title:  Managing Member
     
     
  DCM INVESTMENT MANAGEMENT III, L.L.C.
     
     
  By: /s/ K. David Chao
    Name:  K. David Chao
    Title:  Managing Member
     
     
  /s/ David Chao
  K. David Chao

  

 

 

 

CUSIP NO.  759892300 13 G Page 11 of 12

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 12

 

 

 
 

 


CUSIP NO.  759892300
13 G Page 12 of 12

 

 

exhibit A

 

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the American Depositary Shares of Renren Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.