Item 1(a)
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Name of Issuer:
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AirMedia Group Inc. (the "Issuer")
Item 1(b)
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Address of Issuer's Principal Executive Offices:
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17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027 People's Republic of China
Item 2(a)
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Name of Person Filing:
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This statement is filed jointly by First Manhattan Co., a New York limited partnership, First Beijing Investment (Cayman) Limited, a Cayman Islands company, and First Beijing Investment Limited, a Hong Kong company.
Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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Name
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Business Address
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First Manhattan Co,
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399 Park Avenue
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New York, NY 10022 United States of America
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First Beijing Investment (Cayman) Limited
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Scotia Centre, 4th Floor, P.O. Box 2804
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George Town, Grand Cayman KY1-1112
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Cayman Islands
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First Beijing Investment Limited
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Level 15, Yardley Commercial Building
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1-6 Connaught Road West Sheung Wan, Hong Kong
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Name
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Citizenship
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First Manhattan Co.
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United States of America
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First Beijing Investment (Cayman) Limited
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Cayman Islands
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First Beijing Investment Limited
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Hong Kong
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Item 2(d)
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Title of Class of Securities:
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Ordinary Shares
009411109
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
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(a)☒ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)☒ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)☐ 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);
(j)☐ A group, in accordance with §240.13d-1(b)(1)(ii)(J).
As of December 31, 2016, First Manhattan Co., First Beijing Investment (Cayman) Limited and First Beijing Investment Limited each had shared voting power and shared investment power with respect to 7,569,912 Ordinary Shares of the Issuer, or 6.1% of the 124,395,645 shares that the Issuer reported as outstanding as of December 31, 2015.
Item 5.
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Ownership of Five Percent or Less of a Class.
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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 ☐. N/A
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N/A
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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N/A
Item 8.
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Identification and Classification of Members of the Group.
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N/A
Item 9.
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Notice of Dissolution of Group.
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N/A
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
February 14, 2017
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FIRST MANHATTAN CO.
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BY:
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/s/ Neal K. Stearns
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Name: Neal K. Stearns
Title: Managing Director
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FIRST BEIJING INVESTMENT (CAYMAN) LIMITED
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BY:
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/s/ Xiang Huang
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Name: Xiang Huang
Title: Director
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FIRST BEIJING INVESTMENT LIMITED
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BY:
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/s/ Xiang Huang
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Name: Xiang Huang
Title: Director
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AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Ordinary Shares of AirMedia Group Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
February 14, 2017
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FIRST MANHATTAN CO.
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BY:
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/s/ Neal K. Stearns
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Name: Neal K. Stearns
Title: Managing Director
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FIRST BEIJING INVESTMENT (CAYMAN) LIMITED
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BY:
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/s/ Xiang Huang
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Name: Xiang Huang
Title: Director
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FIRST BEIJING INVESTMENT LIMITED
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BY:
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/s/ Xiang Huang
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Name: Xiang Huang
Title: Director
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