(Amendment No. 8)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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).
SCHEDULE
13G
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1
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Names of Reporting Persons
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Joseph Chen
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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) ¨
(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
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United States
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
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5
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Sole Voting Power
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389,353,440 ordinary shares(1)
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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389,353,440 ordinary shares (1)
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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389,353,440 ordinary shares(1)
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10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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¨
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11
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Percent of class represented by amount in row (9)
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36.4% of the Class A ordinary shares(2) (or 33.0% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares).
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12
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Type of Reporting Person (See Instructions)
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IN
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(1) Representing (i) 4,891,021
Class A ordinary shares, (ii) 99,999,990 Class A ordinary shares represented by 2,222,222 American depositary shares, (iii) 170,258,970
Class B ordinary shares, (iv) 104,970,330 options to purchase Class A ordinary shares exercisable within 60 days of December 31,
2020 and (v) 9,233,129 Class A ordinary shares which will be vested from restricted share units within 60 days of December 31,
2020 held by Joseph Chen. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder
at any time. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion
rights. Each Class A ordinary share is entitled to one vote, whereas each Class B ordinary share is entitled to ten votes and is
convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into
Class B ordinary shares under any circumstances.
(2) Based on 769,444,113 Class A ordinary
shares outstanding as of December 31, 2020 and assuming all Class B ordinary shares held by such reporting person are converted
into the same number of Class A ordinary shares and all options exercisable within 60 days of December 31, 2020 are exercised.
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ITEM 1(a).
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NAME OF ISSUER:
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Renren
Inc.
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ITEM 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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4/F, Tower D, Building 15
No.5 Jiangtai Road
Chaoyang District, Beijing 100015
People’s Republic of China
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ITEM 2(a).
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NAME OF PERSON FILING:
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Joseph Chen
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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Joseph Chen
4/F, Tower D, Building 15
No.5 Jiangtai Road
Chaoyang District, Beijing 100015
People’s Republic of China
United States
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
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Class A ordinary shares. Each Class
B ordinary share held by the reporting person is convertible into one Class A ordinary share at the option of the holder at any
time.
759892300
The following information with respect
to the ownership of the ordinary shares of the issuer by the reporting persons is provided as of December 31, 2020. The table below
is prepared based on 769,444,113 shares of Class A ordinary shares and 305,388,450 shares of Class B ordinary shares outstanding
at December 31, 2020:
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Reporting Person: Joseph Chen
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Class A
Ordinary
Shares
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Class B
Ordinary
Shares
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Total
Ordinary
Shares on an
As-converted
Basis
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Percentage
of Aggregate
Voting
Power(4)
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(a) Amount beneficially owned:
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389,353,440
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(1)
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170,258,970
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389,353,440
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(1)
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--
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(b) Percent of class:
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36.4
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%(1)(2)
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55.8
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%
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33.0
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%(3)
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48.9
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%(4)
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(c) Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote
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389,353,440
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(1)
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170,258,970
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389,353,440
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(1)
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--
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(ii) Shared power to vote or to direct the vote
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0
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0
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0
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--
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(iii) Sole power to dispose or to direct the disposition of
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389,353,440
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(1)
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170,258,970
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389,353,440
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(1)
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--
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(iv) Shared power to dispose or to direct the disposition of
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0
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0
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0
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--
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(1) Represents 4,891,021 Class
A ordinary shares, 99,999,990 Class A ordinary shares represented by 2,222,222 American depositary shares, 170,258,970 Class B
ordinary shares and 104,970,330 options to purchase Class A ordinary shares exercisable within 60 days of December 31, 2020 and
9,233,129 Class A ordinary shares which will be vested from restricted share units within 60 days of December 31, 2020 held by
the reporting person. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder at
any time. Pursuant to Rule 13d-3(d)(1), all shares of Class B ordinary shares held by the reporting person shall be deemed to be
converted for the purposes of (i) determining the aggregate amount of shares of Class A ordinary shares beneficially owned by the
reporting person and (ii) calculating the percentages of the Class A ordinary shares owned by such person. Consequently, all Class
A ordinary shares amounts and percentages are inclusive of the Class B ordinary shares amounts and percentages set forth herein.
(2) To derive this percentage,
(x) the numerator is the sum of (i) 4,891,021, being the number of Class A ordinary shares held by the reporting person, (ii) 99,999,990,
being the number of Class A ordinary shares represented by American depositary shares held by the reporting person, (iii) 170,258,970,
being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the reporting
person, (iv) 104,970,330, being the number of options to purchase Class A ordinary shares exercisable by the reporting person within
60 days of December 31, 2020, and (v) 9,233,129, being the number of Class A ordinary shares which will be vested from restricted
share units within 60 days of December 31, 2020, and (y) the denominator is the sum of (i) 769,444,113, being the total number
of the issuer’s Class A ordinary shares outstanding at December 31, 2020, (ii) 170,258,970, being the number of Class A ordinary
shares that the reporting person has the rights to acquire upon conversion of the same number of Class B ordinary shares held by
the reporting person, (iii) 104,970,330, being the number of options to purchase Class A ordinary shares exercisable by the reporting
person within 60 days of December 31, 2020 and (iv) 9,233,129, being the number of Class A ordinary shares which will be vested
from restricted share units within 60 days of December 31, 2020.
(3) To derive this percentage,
(x) the numerator is the sum of (i) 4,891,021, being the number of Class A ordinary shares held by the reporting person, (ii) 99,999,990,
being the number of Class A ordinary shares represented by American depositary shares held by the reporting person, (iii) 170,258,970,
being the number of Class A ordinary shares that are convertible from the same number of Class B ordinary shares held by the reporting
person, (iv) 104,970,330, being the number of options to purchase Class A ordinary shares exercisable by the reporting person within
60 days of December 31, 2020, and (v) 9,233,129, being the number of Class A ordinary shares which will be vested from restricted
share units within 60 days of December 31, 2020, and (y) the denominator is the sum of (i) 769,444,113, being the total number
of the issuer’s Class A ordinary shares outstanding at December 31, 2020, (ii) 305,388,450, being the total number of the
issuer’s Class B ordinary shares outstanding at December 31, 2020 that are convertible into the same number of Class A ordinary
shares, (iii) 104,970,330, being the number of options to purchase Class A ordinary shares exercisable by the reporting person
within 60 days of December 31, 2020 and (iv) 9,233,129, being the number of Class A ordinary shares which will be vested from restricted
share units within 60 days of December 31, 2020.
(4) Percentage of aggregate
voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares
of the issuer’s Class A and Class B ordinary shares on an as-converted basis. Each holder of the issuer’s Class A ordinary
shares is entitled to one vote per Class A ordinary share. Each holder of the issuer’s Class B ordinary shares is entitled
to ten votes per Class B ordinary share.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not
applicable
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Not
applicable
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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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Not
applicable
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not
applicable
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not
applicable
Not
applicable
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: February 3,
2021
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By:
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/s/ Joseph Chen
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Name:
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Joseph Chen
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