SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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. 2)*

 

 

 

Sohu.com Inc.

(Name of Issuer)

 

 

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

83408W103

(CUSIP Number)

 

Dr. Charles Zhang Level 12, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District Beijing 100084 People’s Republic of China (011) 8610-6272-6666

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

 

May 9, 2011

(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 5 Pages)

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CUSIP NO.     83408W103		13D		PAGE 2 OF 5 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)       n/a
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       7,028,254
				8.		SHARED VOTING POWER       0
				9.		SOLE DISPOSITIVE POWER       7,028,254
				10.		SHARED DISPOSITIVE POWER       0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       7,028,254
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       18.4%
14.		TYPE OF REPORTING PERSON (See Instructions)       CO

 

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CUSIP NO.     83408W103		13D		PAGE 3 OF 5 PAGES

 

Amendment No. 2 to Schedule 13D

This Amendment No. 2 (this “Amendment”) amends the Schedule 13D 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”). The original Schedule 13D of Photon, as amended by Amendment No. 1, is hereinafter referred to as the “Initial Statement.”

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Initial Statement is supplemented as follows:

On May 7, 2008, Photon pledged 1,300,000 shares of common stock, par value of $0.001 per share (the “Common Stock”), of the issuer to Credit Suisse pursuant to a variable pre-paid forward contract (the “2008 Contract”) maturing May 9, 2011, and reported that pledge as a disposition. In settlement of the 2008 Contract, on May 9, 2011, 1,008,746 shares of the Common Stock were released to Credit Suisse and 291,254 shares of the Common Stock were returned to Photon. In accordance with the 2008 Contract, the price used to determine the number of shares to be returned to Photon and the number of shares to be released to Credit Suisse upon settlement is $99.7150, which is the average market price of the volume weighted average prices for the ten days preceding the maturity date of the 2008 Contract.

 

Item 4.

Purpose of the Transaction.

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

After settlement of the 2008 Contract as reported in Item 3, Photon has no plans or proposals with respect to the Common Stock. However, it should be noted that the possible activities of Photon are subject to change at any time and from time to time.

 

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 or may be deemed to beneficially own 7,028,254 shares of the Common Stock.

Percent of Class: 18.4%

The foregoing percentage is calculated based on 38,283,701 shares of the Common Stock outstanding as of March 31, 2011 as reported in issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 filed with the SEC on May 9, 2011.

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CUSIP NO.     83408W103		13D		PAGE 4 OF 5 PAGES

 

(b)

Number of shares as to which Photon has:

 

(i)

sole power to vote or to direct the vote: 7,028,254 shares of the Common Stock

 

(ii)

shared power to vote or to direct the vote: None

 

(iii)

sole power to dispose or to direct the disposition of: 7,028,254 shares of the Common Stock

 

(iv)

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

 

(c)

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

Except as described in Item 3 with respect to the 2008 Contract, no other transactions have been effected during the past 60 days.

 

(d)

Not applicable.

 

(e)

Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial Statement is hereby amended and restated to read in its entirety as follows:

On May 7, 2008, Photon entered into the 2008 Contract with Credit Suisse, which was settled on May 9, 2011. See Item 3.

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CUSIP NO.     83408W103		13D		PAGE 5 OF 5 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: July 8, 2011