Statement of Beneficial Ownership (sc 13d)
March 02 2017 - 12:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
SGOCO Group, Ltd.
|
(Name of Issuer)
|
|
Ordinary Shares, par value $0.004 per share
|
(Title of Class of Securities)
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G80751129
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(CUSIP Number)
|
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SUN Yuet Wo
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Rm 1716, 17/F, 430 King’s RD
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Metropole Bldg North Point
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Hong Kong
|
|
With a copy to:
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Jeffrey Li, Esq.
|
Peter Cancelmo, Esq.
Garvey Schubert Barer
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2nd Floor, 1000 Potomac Street, NW
Washington, DC 20007
Telephone: 1(202) 298-1735
Facsimile: 1(202) 965-1729
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
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September 22, 2016
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(Date of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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
¨
.
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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 the disclosures provided in a prior cover page.
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).
SCHEDULE 13D
CUSIP No. G80751129
1
|
NAME OF REPORTING PERSONS
Sun Yuet Wo
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
¨
(
b)
¨
|
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
Own fund
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
1,900,000 shares
|
8
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SHARED VOTING POWER
0 shares
|
9
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SOLE DISPOSITIVE POWER
1,900,000 shares
|
10
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SHARED DISPOSITIVE POWER
0 shares
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,900,000 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
[1]
|
14
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TYPE OF REPORTING PERSON
IN
|
1
Based on 9,577,928 shares of
Ordinary Shares issued and outstanding as of February 28, 2017.
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Item 1.
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Security and Issuer:
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This Schedule 13D relates to the Ordinary
Shares, $0.004 par value, of SGOCO Group, Ltd. (the “Issuer”). The address of the principal executive offices of the
Issuer is Room 1301, 13/F, Golden Centre, 188 Des Voeux Road Central, Hong Kong.
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Item 2.
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Identity and Background:
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This Schedule 13D is being filed
by and for Sun Yuet Wo (the “Reporting Person”). Certain information with respect to the Reporting Person is set forth
below:
|
(b)
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Residence Address
:
Rm 1716, 17/F, 430 King’s RD, Metropole Bldg North Point, Hong Kong
|
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(c)
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Principal Occupation: None
|
|
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Name, principal business and address of any corporation or organization in which employment is conducted: N/A
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(e)
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Civil Proceedings: None
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(f)
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Citizenship: Hong Kong
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Item 3.
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Source and Amount of Funds or Other Consideration:
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On May 19, 2016, the Issuer and the
Reporting Person entered into a Share Purchase Agreement (the “Agreement”), pursuant to which the Issuer sold and issued
to the Reporting Person 1,900,000 shares of the Company’s unregistered ordinary shares (the “Shares”). The total
purchase price for the Shares is US$7 million, equaling approximately US$3.68 per share (the "Purchase Price").
Upon receiving the full purchase,
on September 19, 2016, the Issuer issued the Shares to the Reporting Person. The Reporting Person paid the purchase price using
his own fund.
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Item 4.
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Purpose of Transaction:
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The Reporting Person acquired
the securities to which this statement relates for investment purposes and does not have a present intent to acquire or
influence control over the business of the Issuer. The Reporting Person may, from time to time, dispose of some or all of
such securities, acquire additional securities of the Issuer, or continue to hold such securities, depending on business and
market conditions, the Reporting Person’s continuing evaluation of the business and prospects of the Issuer and other
factors. The Reporting Person does not have any current plans, proposals or negotiations that relate to or would result in
any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer:
|
The percentages of the class of securities
set forth below are based on 9,577,928 shares of the Issuer’s Ordinary Shares outstanding at February 28, 2017.
|
(a)
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The aggregate number of the class of securities beneficially owned by the Reporting Person is 1,900,000 and the percentage of the class of securities beneficially owned by the Reporting Person is 19.8%.
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(b)
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The number of shares as to which the Reporting Person has:
|
(i) Sole power to vote or to direct
the vote: 1,900,000 shares
(ii) Shared power to vote or to
direct the vote: 0 shares
(iii) Sole power to dispose or
to direct the disposition of: 1,900,000 shares
(iv) Shared power to dispose or
to direct the disposition of: 0 shares
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(c)
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Other than as described herein, the Reporting Person has not engaged in any transaction involving the Issuer’s Ordinary Shares
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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None.
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Item 7.
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Material to be Filed as Exhibits.
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None.
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: March 2, 2017
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By:
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/s/ Sun Yuet Wo
|
|
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Sun Yuet Wo
|
|
Attention: Intentional misstatements
or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001).
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