SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Information to be included in Statements Filed Pursuant to Rule 13d-1(a)

and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Sohu.com Limited

(As successor to Sohu.com Inc.)

(Name of Issuer)

 

 

Ordinary Shares, $0.001 par value

(Title of Class of Securities)

83410S108

(CUSIP Number)

Dr. Charles Zhang

Sohu.com Media Plaza

Block 3, No.2 Kexueyuan South Road

Haidian District

Beijing 100190

China

Tel: 86-10-6272-6666

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 5, 2018

(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 that is subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-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-7 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 the cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes 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)

 

 

 

 

(Page 1 of 6 Pages)

---

CUSIP NO.    83410S108		13D		PAGE 2 OF 6 PAGES

 

1.		NAME OF REPORTING PERSON   Photon Group Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (See Instructions)   WC
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER   8,135,696 Ordinary Shares
				8.		SHARED VOTING POWER   0
				9.		SOLE DISPOSITIVE POWER   8,135,696 Ordinary Shares
				10.		SHARED DISPOSITIVE POWER   0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,135,696 Ordinary Shares
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   20.9%
14.		TYPE OF REPORTING PERSON (See Instructions)   CO

 

---

CUSIP NO.    83410S108		13D		PAGE 3 OF 6 PAGES

 

Amendment No. 4 to Schedule 13D

This Amendment No. 4 (this “Amendment”) amends the Schedule 13D relating to shares of the Common Stock of Sohu.com Inc., a Delaware corporation (“Sohu Delaware”), filed by Photon Group Limited, a British Virgin Islands corporation (“Photon”), with the Securities and Exchange Commission (the “SEC”) on June 16, 2004, as amended by Amendment No. 1 filed with the SEC on April 1, 2010 (“Amendment No. 1”), by Amendment No. 2 filed with the SEC on July 8, 2011 (“Amendment No. 2”), and by Amendment No. 3 filed with the SEC on April 10, 2017. The original Schedule 13D of Photon, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, is hereinafter referred to as the “Initial Statement.”

 

Item 1.

Security and Issuer

The class of equity securities to which this Amendment relates is the ordinary shares, par value $0.001 per share (“Ordinary Shares”), of Sohu.com Limited, a Cayman Islands company (the “Issuer”). The Issuer is the successor issuer to Sohu Delaware (CUSIP No. 83408W103) pursuant to Rule 12g-3 under the Act, as described in a Form 6-K submitted to the SEC by the Issuer on May 31, 2018.

The principal executive offices of the Issuer are located at Level 18, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Initial Statement is supplemented as follows:

The following are transactions by Photon in shares of the Common Stock of Sohu Delaware and in Ordinary Shares of the Issuer that have occurred since the filing of the Initial Statement:

 

•

During April and May of 2018, Photon purchased on the open market an aggregate of 365,440 shares of the Common Stock of Sohu Delaware, consisting of (i) 96,225 shares of the Common Stock purchased on April 30, 2018 for a purchase price of $30.60 per share; (ii) 32,715 shares of the Common Stock purchased on May 1, 2018 for a purchase price of $31.76 per share; (iii) 50,000 shares of the Common Stock purchased on May 8, 2018 for a purchase price of $35.51 per share; (iv) 50,000 shares of the Common Stock purchased on May 9, 2018 for a purchase price of $35.16 per share; (v) 10,000 shares of the Common Stock purchased on May 10, 2018 for a purchase price of $35.98 per share; (vi) 10,000 shares of the Common Stock purchased on May 11, 2018 for a purchase price of $36.08 per share; (vii) 10,000 shares of the Common Stock purchased on May 14, 2018 for a purchase price of $36.96 per share; (viii) 6,500 shares of the Common Stock purchased on May 15, 2018 for a purchase price of $35.86 per share; (ix) 10,000 shares of the Common Stock purchased on May 16, 2018 for a purchase price of $36.86 per share; (x) 10,000 shares of the Common Stock purchased on May 17, 2018 for a purchase price of $36.70 per share; (xi) 30,000 shares of the Common Stock purchased on May 18, 2018 for a purchase price of $36.23 per share; (xii) 10,000 shares of the Common Stock purchased on May 21, 2018 for a purchase price of $36.93 per share; (xiii) 20,000 shares of the Common Stock purchased on May 23, 2018 for a purchase price of $36.54 per share; and (xiv) 20,000 shares of the Common Stock purchased on May 24, 2018 for a purchase price of $37.11 per share (collectively, the “April & May 2018 Purchases”).

---

CUSIP NO.    83410S108		13D		PAGE 4 OF 6 PAGES

 

•

During June 2018, Photon purchased on the open market an aggregate of 47,346 Ordinary Shares of the Issuer, each represented by one American depositary share (“ADS”), consisting of (i) 10,000 ADSs purchased on June 1, 2018 for a purchase price of $37.39 per ADS; (ii) 20,000 ADSs purchased on June 4, 2018 for a purchase price of $39.63 per ADS; and (iii) 17,436 ADSs purchased on June 5, 2018 for a purchase price of $39.87 per ADS (collectively, the “June 2018 Purchases”).

 

Item 4.

Purpose of the Transaction.

Item 4 of the Initial Statement is hereby supplemented as follows:

Photon made the April & May 2018 Purchases and June 2018 Purchases for investment purposes.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Initial Statement is hereby amended and restated to read in its entirety as follows:

 

(a)

Amount Beneficially Owned:

As of the date of this Amendment, Photon beneficially owns 8,135,696 Ordinary Shares.

Percent of Class: 20.9%

The foregoing percentage is calculated based on 38,933,038 Ordinary Shares of the Issuer outstanding as of May 31, 2018 as reported in the Issuer’s Form 6-K submitted to the SEC on May 31, 2018.

 

(b)

Number of shares as to which Photon has:

 

(i)

sole power to vote or to direct the vote: 8,135,696 Ordinary Shares.

 

(ii)

shared power to vote or to direct the vote: None

 

(iii)

sole power to dispose or to direct the disposition of: 8,135,696 Ordinary Shares.

---

CUSIP NO.    83410S108		13D		PAGE 5 OF 6 PAGES

 

(iv)

shared power to dispose or to direct the disposition of: None

 

(c)

The following transactions have been effected during the past 60 days:

See Item 3.

 

(d)

Not applicable.

 

(e)

Not applicable.

---

CUSIP NO.    83410S108		13D		PAGE 6 OF 6 PAGES

 

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: June 8 , 2018