SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

ACORN INTERNATIONAL, INC.

(Name of issuer)

Ordinary Shares*
American Depositary Shares
(Title of class of securities)

004854105**
(CUSIP number)

Theresa Roche
Roche Family Office
9746 S. Roberts Road
Palos Hills, IL 60465
708-430-9337
(Name, address and telephone number of person authorized to receive notices and communications)

June 3, 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 the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies of this statement 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 a prior cover page.

*		Not for trading, but only in connection with the registration of American Depositary Shares each representing three ordinary shares.
**		This CUSIP 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).

 

 

1)		Includes (i) 12,053,094 ordinary shares and 333,815 American Depositary Shares, each of which represents 3 ordinary shares (“ADSs”), held by Acorn Composite Corporation, of which Mr. Roche is the sole owner; and (ii) 282,140 ADSs held by The Robert Roche 2009 Declaration of Trust, of which Mr. Roche is trustee.
2)		Based on 89,311,634 total outstanding ordinary shares of the Issuer as of March 31, 2011, as disclosed by the Issuer in its Annual Report on Form 20-F filed with the SEC on April 27, 2011 (the “20-F”)

3)		Includes 12,053,094 ordinary shares and 333,815 ADSs held by Acorn Composite Corporation.
4)		Based on 89,311,634 total outstanding shares of the Issuer as of March 31, 2011, as disclosed by the Issuer in the 20-F.

5)		Includes 282,140 ADSs held by The Robert Roche 2009 Declaration of Trust.
6)		Based on 89,311,634 total outstanding shares of the Issuer as of March 31, 2011, as disclosed by the Issuer in the 20-F.

7)		Includes 1,846,291 ordinary shares held by The Grand Crossing Trust.
8)		Based on 89,311,634 total outstanding shares of the Issuer as of March 31, 2011, as disclosed by the Issuer in the 20-F.

9)		Includes 558,611 ADSs held by The Felicitas Trust.
10)		Based on 89,311,634 total outstanding shares of the Issuer as of March 31, 2011, as disclosed by the Issuer in the 20-F.

11)		Includes 583,920 ADSs held by The Moore Bay Trust.
12)		Based on 89,311,634 total outstanding shares of the Issuer as of March 31, 2011, as disclosed by the Issuer in the 20-F.

13)		Includes (i) 1,250 ordinary shares and 13,225 ADSs held directly by Mr. Edward J. Roche, Jr.; (ii) 583,920 ADSs held by The Moore Bay Trust, for which Mr. Roche is a trustee and exercises sole dispositive and voting power; (iii) 1,846,291 ordinary shares held by The Grand Crossing Trust, for which Mr. Roche is a co-trustee and exercises shared dispositive and voting power; and (iv) 558,611 ADSs held by The Felicitas Trust, for which Mr. Roche is a co-trustee and exercises shared dispositive and voting power.
14)		Based on 89,311,634 total outstanding shares of the Issuer as of March 31, 2011, as disclosed by the Issuer in the 20-F.

15)		Includes (i) 500 ordinary shares and 5,000 ADSs held directly by Mr. Joseph Cachey, Jr.; (ii) 1,846,291 ordinary shares held by The Grand Crossing Trust, for which Mr. Cachey is a co-trustee and exercises shared dispositive and voting power; and (iii) 558,611 ADSs held by The Felicitas Trust, for which Mr. Cachey is a co-trustee and exercises shared dispositive and voting power.
16)		Based on 89,311,634 total outstanding shares of the Issuer as of March 31, 2011, as disclosed by the Issuer in the 20-F.

EXPLANATORY NOTE

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Robert W. Roche and the other parties described below determined that they may be deemed a group pursuant to Securities Exchange Act Rule 13d-5(b)(1). The Reporting Persons expressly disclaim status as a “group” for purposes of the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

On June 3, 2011, Bireme Limited, a Cayman Islands company (“Bireme”), Mr. Robert Roche, Ms. Ritsuko Hattori-Roche and Mr. Don Dongjie Yang commenced a tender offer to purchase Shares and ADSs in an aggregate amount not to exceed 20,000,000 Shares (taking into account both Shares that are tendered and Shares underlying ADSs that are tendered) for $2.00 per Share, which represents $6.00 per ADS, in cash without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 3, 2011 (the “Offer to Purchase”) and in the related Letter of Transmittal to Tender Shares (the “Share Letter of Transmittal”) and the Letter of Transmittal to Tender ADSs (the “ADS Letter of Transmittal,” and together with the Share Letter of Transmittal, the “Letters of Transmittal”), as applicable. Such offer, as amended or supplemented from time to time, is referred to as the “Offer.”

The Offer will expire at 5:00 p.m., New York City time, on July 1, 2011, unless the Offer is extended. The Offer is subject to the terms and conditions set forth in the Offer to Purchase and in the related Letters of Transmittal, each of which are filed as exhibits to the Schedule TO filed by Bireme, Mr. Roche, Ms. Hattori-Roche and Mr. Yang with the Securities and Exchange Commission on the date hereof. The foregoing description of the Offer is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Schedule TO and the exhibits thereto. The Schedule TO is listed as Exhibit (b) hereto and is incorporated herein by reference.

Item 5. Interest in Securities of Issuer

Item 5(a) and Item 5(b) are hereby amended and restated to read as follows:

(a)-(b) The following information with respect to the ownership of the Shares (including Shares represented by ADSs) by the Reporting Persons is provided as of June 3, 2011:

																		Sole power to				Shared power
		Amount								Sole power to				Shared power				dispose or to				to dispose or to
		beneficially				Percent				vote or direct				to vote or to				direct the				direct the
Reporting Person		owned:				of class:				the vote:				direct the vote:				disposition of:				disposition of:
Robert W. Roche			13,900,959				15.56	%			13,900,959				0				13,900,959				0
Acorn Composite Corporation			13,054,539				14.62	%			13,054,539				0				13,054,539				0
The Robert Roche 2009 Declaration of Trust			846,420				0.95	%			846,420				0				846,420				0
Grand Crossing Trust			1,846,291				2.07	%			1,846,291				0				1,846,291				0
The Felicitas Trust			1,675,833				1.88	%			1,675,833				0				1,675,833				0
Moore Bay Trust			1,751,760				1.96	%			1,751,760				0				1,751,760				0
Edward J. Roche, Jr.			5,314,809				5.95	%			1,792,685				3,522,124				1,792,685				3,522,124
Joseph Cachey, Jr.			3,537,624				3.96	%			15,500				3,522,124				15,500				3,522,124

The Reporting Persons disclaim any membership in a “group” for purposes of this Schedule 13D.

Item 5(c) is hereby amended and restated to read as follows:

(c) During the past 60 days, the Reporting Persons have not entered into any transaction in the Shares (including Shares represented by ADSs).

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

On June 3, 2011, Mr. Robert Roche, Ms. Ritsuko Hattori-Roche, Mr. Don Dongjie Yang and Bireme commenced a partial cash tender for Shares and ADSs in a maximum aggregate amount not to exceed 20,000,000 Shares, as described in further detail in Item 4.

Item 7. Material to be Filed as an Exhibit

Item 7 is hereby amended to add the following exhibits:

(b)

Schedule TO dated June 3, 2011, filed by Bireme Limited, Robert Roche, Ritsuko Hattori-Roche and Don Dongjie Yang (filed by the foregoing with the Securities and Exchange Commission on June 3, 2011 and incorporated herein by reference).

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 3, 2011

Robert W. Roche				Edward J. Roche, Jr.
/s/ Robert W. Roche   Acorn Composite Corporation				/s/ Edward J. Roche Jr.   Joseph Cachey, Jr.
By: /s/ Robert W. Roche   Name: Robert W. Roche				/s/ Joseph Cachey, Jr.
Title: Director
The Robert Roche 2009 Declaration of Trust				The Moore Bay Trust
By: /s/ Robert W. Roche   Name: Robert W. Roche				By: /s/ Edward J. Roche, Jr.   Name: Edward J. Roche, Jr.
Title: Trustee				Title: Trustee
The Grand Crossing Trust				The Felicitas Trust
By: /s/ Edward J. Roche, Jr.   Name: Edward J. Roche, Jr.				By: /s/ Edward J. Roche, Jr.   Name: Edward J. Roche, Jr.
Title: Trustee				Title: Trustee
By: /s/ Joseph Cachey, Jr.   Name: Joseph Cachey, Jr.				By: /s/ Joseph Cachey, Jr.   Name: Joseph Cachey, Jr.
Title: Trustee				Title: Trustee