UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Acorn International, Inc.
| (Name of Issuer) |
Ordinary Shares*
American Depositary Shares
| (Title of Class of Securities) |
004854105**
| (CUSIP Number) |
December 31, 2008
| (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.
| * | Not for trading, but only in connection with the registration of American Depositary Shares each representing 3 ordinary shares. |
| ** | This CUSIP number applies to the American Depositary Shares. |
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).
| CUSIP No. 004854105 | SCHEDULE 13G | Page 2 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SB Asia Investment Fund II L.P. Tax ID Number: 98-0446493 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
21,141,3121 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
21,141,3121 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,141,3121 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.0%2 |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
| 1 |
Includes (i) 20,591,970 ordinary shares and (ii) 183,114 American Depositary Shares, each representing 3 ordinary shares, held by SB Asia Investment Fund II L.P. |
| 2 |
Based on 88,209,368 outstanding ordinary shares as of December 31, 2008. |
| CUSIP No. 004854105 | SCHEDULE 13G | Page 3 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAIF II GP L.P. Tax ID Number: 98-0446492 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
21,141,3123 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
21,141,3123 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,141,3123 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.0%4 |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
| 3 |
Includes (i) 20,591,970 ordinary shares and (ii) 183,114 American Depositary Shares, each representing 3 ordinary shares, held by SB Asia Investment Fund II L.P., the sole general partner of which is SAIF II GP L.P. |
| 4 |
Based on 88,209,368 outstanding ordinary shares as of December 31, 2008. |
| CUSIP No. 004854105 | SCHEDULE 13G | Page 4 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAIF Partners II L.P. Tax ID Number: 98-0446491 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
21,141,3125 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
21,141,3125 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,141,3125 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.0%6 |
| 12 | TYPE OF REPORTING PERSON*
PN |
| 5 |
Includes (i) 20,591,970 ordinary shares and (ii) 183,114 American Depositary Shares, each representing 3 ordinary shares, held by SB Asia Investment Fund II L.P., the sole general partner of which is SAIF II GP L.P., the sole general partner of which is SAIF Partners II L.P. |
| 6 |
Based on 88,209,368 outstanding ordinary shares as of December 31, 2008. |
| CUSIP No. 004854105 | SCHEDULE 13G | Page 5 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAIF II GP Capital Ltd. Tax ID Number: 98-0446490 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
21,141,3127 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
21,141,3127 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,141,3127 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.0%8 |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
| 7 |
Includes (i) 20,591,970 ordinary shares and (ii) 183,114 American Depositary Shares, each representing 3 ordinary shares, held by SB Asia Investment Fund II L.P., the sole general partner of which is SAIF II GP L.P., the sole general partner of which is SAIF Partners II L.P., the sole general partner of which is SAIF II GP Capital Ltd. |
| 8 |
Based on 88,209,368 outstanding ordinary shares as of December 31, 2008. |
| CUSIP No. 004854105 | SCHEDULE 13G | Page 6 of 10 Pages |
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| Acorn International, Inc. (“Issuer”) | ||||||||||||
| Item 1 | (b) |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 18F, 20 Baoshiyuan Building, 487 Tianlin Lu, Shanghai 200233, People’s Republic of China | ||||||||||||
| Item 2 | (a) |
Name of Person Filing: | ||||||||||
| SB Asia Investment Fund II L.P. | ||||||||||||
| SAIF II GP L.P. | ||||||||||||
| SAIF Partners II L.P. | ||||||||||||
| SAIF II GP Capital Ltd. | ||||||||||||
| Item 2 | (b) |
Address of Principal Business Office or, If None, Residence; Citizenship | ||||||||||
| SB Asia Investment Fund II L.P. | ||||||||||||
| c/o M&C Corporate Services Limited | ||||||||||||
| P.O. Box 309GT | ||||||||||||
| Ugland House, South Church Street | ||||||||||||
| George Town, Grand Cayman | ||||||||||||
| Cayman Islands | ||||||||||||
| SAIF II GP L.P. | ||||||||||||
| c/o M&C Corporate Services Limited | ||||||||||||
| P.O. Box 309GT | ||||||||||||
| Ugland House, South Church Street | ||||||||||||
| George Town, Grand Cayman | ||||||||||||
| Cayman Islands | ||||||||||||
| SAIF Partners II L.P. | ||||||||||||
| c/o M&C Corporate Services Limited | ||||||||||||
| P.O. Box 309GT | ||||||||||||
| Ugland House, South Church Street | ||||||||||||
| George Town, Grand Cayman | ||||||||||||
| Cayman Islands | ||||||||||||
| SAIF II GP Capital Ltd. | ||||||||||||
| c/o M&C Corporate Services Limited | ||||||||||||
| P.O. Box 309GT | ||||||||||||
| Ugland House, South Church Street | ||||||||||||
| George Town, Grand Cayman | ||||||||||||
| Cayman Islands | ||||||||||||
| Item 2 | (c) |
Citizenship | ||||||||||
| SB Asia Investment Fund II L.P. - Cayman Islands | ||||||||||||
| SAIF II GP L.P. - Cayman Islands | ||||||||||||
| SAIF Partners II L.P. - Cayman Islands | ||||||||||||
| SAIF II GP Capital Ltd. - Cayman Islands | ||||||||||||
| Item 2 | (d) |
Title of Class of Securities: | ||||||||||
| Ordinary shares, par value US$0.01 | ||||||||||||
| American Depository Shares | ||||||||||||
| Item 2 | (e) |
CUSIP Number: | ||||||||||
| 004854105 | ||||||||||||
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |||||||||||
| Not applicable. | ||||||||||||
| CUSIP No. 004854105 | SCHEDULE 13G | Page 7 of 10 Pages |
| Item 4. | Ownership | |||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: | ||||||
| SB Asia Investment Fund II L.P. |
21,141,312 ordinary shares |
24.0% | 21,141,312 ordinary shares |
0 | 21,141,312 ordinary shares |
0 | ||||||
| SAIF II GP L.P. |
21,141,312 ordinary shares |
24.0% | 21,141,312 ordinary shares |
0 | 21,141,312 ordinary shares |
0 | ||||||
| SAIF Partners II L.P. |
21,141,312 ordinary shares |
24.0% | 21,141,312 ordinary shares |
0 | 21,141,312 ordinary shares |
0 | ||||||
| SAIF II GP Capital Ltd. |
21,141,312 ordinary shares |
24.0% | 21,141,312 ordinary shares |
0 | 21,141,312 ordinary shares |
0 | ||||||
| The percentages of ownership set forth above are based on 88,209,368 ordinary shares outstanding as of December 31, 2008.
SAIF II GP Capital Ltd. is the sole general partner of SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P., which is in turn the sole general partner of SB Asia Investment Fund II L.P., which is the record owner of the ordinary shares. |
||||||||||
| 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 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. | Certifications | |||||||||
| Not applicable. | ||||||||||
| CUSIP No. 004854105 | SCHEDULE 13G | Page 8 of 10 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. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.
Dated: February 3, 2009
| SB Asia Investment Fund II L.P. | ||
| By: | /s/ Andrew Y. Yan | |
| Name: | Andrew Y. Yan | |
| Title: | Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P., which is the General Partner of SB Asia Investment Fund II L.P. | |
| SAIF II GP L.P. | ||
| By: | /s/ Andrew Y. Yan | |
| Name: | Andrew Y. Yan | |
| Title: | Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P. | |
| SAIF Partners II L.P. | ||
| By: | /s/ Andrew Y. Yan | |
| Name: | Andrew Y. Yan | |
| Title: | Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P. | |
| SAIF II GP Capital Ltd. | ||
| By: | /s/ Andrew Y. Yan | |
| Name: | Andrew Y. Yan | |
| Title: | Director of SAIF II GP Capital Ltd. | |
| CUSIP No. 004854105 | SCHEDULE 13G | Page 9 of 10 Pages |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement |