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x
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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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 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).
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CUSIP No. 83408W103
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1.
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(a) Names of Reporting Persons.
Orbis Investment Management Limited (“OIML”)
Orbis Investment Management (B.V.I.) Limited (“OIML BVI”)
Orbis Asset Management Limited (“OAML”)
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(b) Tax ID
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [X]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
OAML and OIML are companies organized under the laws of Bermuda.
OIML BVI is a company organized under the laws of the British Virgin Islands.
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
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5. Sole Voting Power
3,776,060
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6. Shared Voting Power
21,873
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7. Sole Dispositive Power
3,797,933
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8. Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
OIML 2,485,830,
OIML BVI 1,297,839
OAML 14,264
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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| 11. |
Percent of Class Represented by Amount in Row (9)
10.0%
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| 12. |
Type of Reporting Person (See Instructions)
OO (OAML), FI (OIML, OIML BVI)
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Item 1.
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(a)
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Name of Issuer
Sohu.com Inc.
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(b)
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Address of Issuer's Principal Executive Offices
Level 12, Sohu.com Internet Plaza
No.1 Unit Zhongguancun East Road, Haidian District
Bejing 100084
Peoples Republic of China
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Item 2.
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(a)
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Name of Person Filing
Orbis Investment Management Limited (“OIML”)
Orbis Investment Management (B.V.I.) Limited (“OIML BVI”)
Orbis Asset Management Limited (“OAML”)
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(b)
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Address of Principal Business Office or, if none, Residence
Orbis House, 25 Front Street, Hamilton HM 11, Bermuda
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(c)
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Citizenship
OAML and OIML are companies organized under the laws of Bermuda.
OIML BVI is a company organized under the laws of the British Virgin Islands
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
83408W103
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Item 3.
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If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c)
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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x
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A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J) for OIML and OIML BVI;.
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(k)
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x
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Group, in accordance with 240.13d-1(b)(1)(ii)(K).If filing as a non-U.S. institution in accordance with 240.13d-1(b)(ii)(J), please specify the type of institution: equivalent to IA (only for OIML and OIML BVI).
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
OIML 2,485,830
OIML BVI 1,297,839
OAML 14,264
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(b)
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Percent of class: 10.0%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote 3,776,060
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(ii)
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Shared power to vote or to direct the vote 21,873
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(iii)
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Sole power to dispose or to direct the disposition of 3,797,933
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(iv)
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Shared power to dispose or to direct the disposition of 0
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Item 5.
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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.[ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
Other persons have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 2,485,830 ordinary shares of Sohu.com Inc., beneficially owned by Orbis Investment Management Limited. Other persons have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 1,297,839 ordinary shares of Sohu.com Inc., beneficially owned by Orbis Asset Management Limited. Another person has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 14,264 ordinary shares of Sohu.com Inc., beneficially owned by Orbis Investment Management (B.V.I.) Limited
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Item 8.
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Identification and Classification of Members of the Group
Orbis Investment Management Limited ("OIML"), Orbis Asset Management Limited ("OAML") and Orbis Investment Management (B.V.I.) Limited ("OIML BVI") are together making this filing because they may be deemed to constitute a "group" for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Information with respect to each of OIML, OIML BVI and OAML (collectively, the "Reporting Persons") is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by the other Reporting Person.
OIML is the beneficial owner of 2,485,830 ordinary shares or 6.6% of the 37,833,065 ordinary shares of Sohu.com Inc. believed to be outstanding.
OIML BVI is the beneficial owner of 1,297,839 ordinary shares or 3.4% of the 37,833,065 ordinary shares of Sohu.com Inc. Limited believed to be outstanding.
OAML is the beneficial owner of 14,264 ordinary shares or 0.0% of the 37,833,065 ordinary shares of Sohu.com Inc. believed to be outstanding.
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
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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.
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September 9, 2010
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Date
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Orbis Investment Management Limited
Orbis Investment Management (B.V.I) Limited
Orbis Asset Management Limited
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Signature
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James J. Dorr, General Counsel
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Name/Title
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Attention:
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Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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