UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
KongZhong Corporation
(Name of Issuer)
Ordinary shares, par value $0.0000005 per share and
American Depositary Shares, each representing 40 ordinary shares
(Title of Class of Securities)
50047P104
(CUSIP Number)
December 8, 2015
(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) |
| x | 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 information required in the remainder of this cover page shall not be deemed to be “filed” for 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).
CUSIP No.: 50047P104
| (1) |
NAMES OF REPORTING PERSONS
Wargaming Group Limited
| |||||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
| |||||
| (3) |
SEC USE ONLY
| |||||
| (4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus
| |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(5) |
SOLE VOTING POWER
-0-
| ||||
| (6) |
SHARED VOTING POWER
162,580,000 | |||||
| (7) |
SOLE DISPOSITIVE POWER
-0-
| |||||
| (8) |
SHARED DISPOSITIVE POWER
162,580,000
| |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,580,000
| |||||
| (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)
8.6%(1)
| |||||
| (12) |
TYPE OF REPORTING PERSON (see instructions)
OO
| |||||
| (1) | All share percentage calculations in this Schedule 13G are based on 1,882,073,063 ordinary shares, par value $0.0000005 per share, of KongZhong Corporation (the “Issuer”) outstanding as of December 31, 2014, as reported in the Issuer’s annual report on Form 20-F for the year ended December 31, 2014, as filed with the U.S. Securities and Exchange Commission on April 16, 2015. |
| -2- |
CUSIP No.: 50047P104
| (1) |
NAMES OF REPORTING PERSONS
Victor Kislyi
| |||||
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
| |||||
| (3) |
SEC USE ONLY
| |||||
| (4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus
| |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(5) |
SOLE VOTING POWER
-0-
| ||||
| (6) |
SHARED VOTING POWER
162,580,000
| |||||
| (7) |
SOLE DISPOSITIVE POWER
-0-
| |||||
| (8) |
SHARED DISPOSITIVE POWER
162,580,000
| |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,580,000 | |||||
| (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)
8.6%
| |||||
| (12) |
TYPE OF REPORTING PERSON (see instructions)
IN; HC
| |||||
| -3- |
| Item 1(a). | Name of Issuer |
The name of the issuer is KongZhong Corporation (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
The Issuer’s principal executive offices are located at:
35/F, Tengda Plaza
No. 168 Xizhimenwai Street
Beijing, China 100044
| Item 2(a). | Name of Person Filing |
This Schedule 13G (this “Schedule 13G”) is being jointly filed by Wargaming Group Limited (“Wargaming Limited”) and Mr. Victor Kislyi (each a “Reporting Person” and, together, the “Reporting Persons”). Wargaming Limited is a limited liability company registered and organized in Cyprus. Mr. Kislyi holds 51.25% of the outstanding interests of Wargaming Limited, with the remainder held by certain minority holders.
Pursuant to certain purchase agreements, Wargaming Limited acquired 40,000,000 Ordinary Shares and 3,064,500 ADSs (each, as defined below). As a result, Wargaming Limited is deemed the beneficial owner of 162,580,000 Ordinary Shares, consisting of 40,000,000 Ordinary Shares and 3,064,500 ADSs, or 8.6% of the outstanding Securities of the Issuer (as defined below). Because Mr. Kislyi holds a controlling interest in the outstanding interests of Wargaming Limited, he may be deemed to be an indirect beneficial owner of 162,580,000 Ordinary Shares directly beneficially owned by Wargaming Limited. Mr. Kislyi disclaims beneficial ownership in all such Securities of the Issuer, except to the extent of his pecuniary interest therein.
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1 hereto, related to the joint filing of this Schedule 13G in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The address of the principal business office of each Reporting Person is 105, Agion Omologiton Avenue, 1080 Nicosia, Cyprus.
| Item 2(c). | Citizenship |
Wargaming Limited is a limited liability company registered and organized in Cyprus. Mr. Kislyi is a citizen of Cyprus.
| Item 2(d). | Title of Class of Securities |
This Schedule 13G relates to ordinary shares, par value $0.0000005 per share, of the Issuer (“Ordinary Shares”) and American Depositary Shares, each of which represents 40 Ordinary Shares of the Issuer (“ADSs” and, together with the Ordinary Shares, the “Securities”).
| Item 2(e). | CUSIP No. |
The CUSIP number of the Issuer is 50047P104.
| Item 3. | Not applicable. |
| -4- |
| Item 4. | Ownership |
| Each Reporting Person: |
| (a) | Amount beneficially owned: 162,580,000 | |||
| (b) | Percent of class: 8.6% | |||
| (c) | Number of shares as to which each Reporting Person has: | |||
| (i) | Sole power to vote or to direct the vote: 0 | |||
| (ii) | Shared power to vote or to direct the vote: 162,580,000 | |||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of: 162,580,000 | |||
| 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: ¨
| 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 |
Each of the Reporting Persons hereby makes the following 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, other than activities solely in connection with a nomination under § 240.14a-11.
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: December 17, 2015
| WARGAMING GROUP LIMITED | |||
| By: | /s/ Evangelos Georgiou | ||
| Name: | Evangelos Georgiou | ||
| Title: | Managing Director | ||
| VICTOR KISLYI | |||
| /s/ Victor Kislyi | |||
| -6- |
EXHIBIT INDEX
|
Exhibit
|
Description of Exhibit
| |
| 99.1 | Joint Filing Agreement, dated December 17, 2015. |
| -7- |