RENN [Renren] SC 13G/A:

Ticker: RENN, Company: Renren Inc., Type: SC 13G/A, Date: 2019-02-11
Original SEC Filing: Click here


Webplus: RENN/20190211/SC_13G.A/1/000.htm SEC Original: tv512561_sc13ga.htm



s:28317:" SC 13G/A 1 tv512561_sc13ga.htm SC 13G/A

CUSIP NO.  759892201 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
81,768,285 Class A ordinary common shares (“shares”) represented by 5,451,219American Depositary Shares (“ADSs”), except that DCM Investment Management III, LLC (“GP III), the general partner of DCM III, may be deemed to have sole power to vote these shares, and K. David Chao (“Chao”), the managing member of GP III, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
81,768,285 shares represented by 5,451,219ADSs, except that GP III, the general partner of DCM III, may be deemed to have sole power to dispose of these shares, and Chao, the managing member of GP III, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
81,768,285
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

11.1%

12 TYPE OF REPORTING PERSON*

PN

CUSIP NO.  759892201 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
2,166,501 shares represented by 144,433ADSs, except that GP III, the general partner of DCM III-A, may be deemed to have sole power to vote these shares, and Chao, the managing member of GP III, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
2,166,501 shares represented by 144,433ADSs, except that GP III, the general partner of DCM III-A, may be deemed to have sole power to dispose of these shares, and Chao, the managing member of GP III, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,166,501
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.3%
12

TYPE OF REPORTING PERSON*

PN

CUSIP NO.  759892201 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
3,995,085 shares represented by 266,339ADSs, except that GP III, the general partner of Aff III, may be deemed to have sole power to vote these shares, and Chao, the managing member of GP III, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
3,995,085 shares represented by 266,339ADSs, except that GP III, the general partner of Aff III, may be deemed to have sole power to dispose of these shares, and Chao, the managing member of GP III, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,995,085
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.5%
12

TYPE OF REPORTING PERSON*

PN

CUSIP NO.  759892201 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
87,929,871 shares (represented by 5,861,991ADSs), of which 81,768,285 shares (represented by 5,451,219ADSs) are directly owned by DCM III, 2,166,501 shares (represented by 144,433ADSs) are directly owned by DCM III-A and 3,995,085 shares (represented by 266,339 ADSs) are directly owned by Aff III.  GP III, the general partner of DCM III, DCM III-A and Aff III, may be deemed to have sole power to vote these shares, and Chao, the managing member of GP III, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
87,929,871 shares (represented by 5,861,991ADSs), of which 81,768,285 shares (represented by 5,451,219ADSs) are directly owned by DCM III, 2,166,501 shares (represented by 144,433ADSs) are directly owned by DCM III-A and 3,995,085 shares (represented by 266,339 ADSs) are directly owned by Aff III.  GP III, the general partner of DCM III, DCM III-A and Aff III, may be deemed to have sole power to dispose of these shares, and Chao, the managing member of GP III, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
87,929,871
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

11.9%
12

TYPE OF REPORTING PERSON*

OO

CUSIP NO.  759892201 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
2,310,450 shares (represented by 168,325ADSs), of which 566,875 Class A ordinary shares are issuable upon the exercise of options.
6 SHARED VOTING POWER
87,929,871 shares (represented by 5,861,991ADSs), of which 81,768,285 shares (represented by 5,451,219ADSs) are directly owned by DCM III, 2,166,501 shares (represented by 144,433ADSs) are directly owned by DCM III-A and 3,995,085 shares (represented by 266,339 ADSs) are directly owned by Aff III.  Chao is a managing member of GP III, the general partner of DCM III, DCM III-A and Aff III, and may be deemed to have sole power to vote these shares.
7 SOLE DISPOSITIVE POWER
2,310,450 shares (represented by 168,325ADSs), of which 566,875 Class A ordinary shares are issuable upon the exercise of options.
8 SHARED DISPOSITIVE POWER
87,929,871 shares (represented by 5,861,991ADSs), of which 81,768,285 shares (represented by 5,451,219ADSs) are directly owned by DCM III, 2,166,501 shares (represented by 144,433ADSs) are directly owned by DCM III-A and 3,995,085 shares (represented by 266,339 ADSs) are directly owned by Aff III.  Chao is a managing member of GP III, the general partner of DCM III, DCM III-A and Aff III, and may be deemed to have sole power to dispose of these shares.
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

90,240,321
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

12.2%
12 TYPE OF REPORTING PERSON* IN

CUSIP NO.  759892201 13 G Page 7 of 12

This Amendment No. 2 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 F4100016

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 fifteen Class A ordinary shares. The Reporting Persons currently hold Class A ordinary shares, which may be deposited with the depositary for ADSs.

CUSIP # 759892201 (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.)

CUSIP NO.  759892201 13 G Page 8 of 12

ITEM 3. Not Applicable

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

Not applicable.

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.

CUSIP NO.  759892201 13 G Page 9 of 12

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.

CUSIP NO.  759892201 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 11, 2019

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.  759892201 13 G Page 11 of 12

EXHIBIT INDEX

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

CUSIP NO.  759892201 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.

";

Company Info:

Ticker: RENN, Company: Renren Inc., Type: SC 13G/A, Date: 2019-02-11CIK: 0001509223, Location: F4, SIC: 7374, SIC Desc: SERVICES-COMPUTER PROCESSING & DATA PREPARATION
Business Phone & Address:
5/F, NORTH WING, 18 JIUXIANQIAO MIDDLE ROAD
CHAOYANG DISTRICT, BEIJING 100016

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