UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1
) *
|
Changyou.com
Limited
|
|
(Name
of Issuer)
|
|
American
Depository Shares, each representing two Class A ordinary
shares,
par
value $0.01 per share
|
|
(Title
of Class of Securities)
|
|
15911M107
|
|
(Cusip
Number)
|
|
December
31, 2009
|
|
(Date
of Event which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*
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).
(Continued on
following pages)
Page 1 of
33 Pages
Exhibit Index Found on
Page 32
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ChinaRock
Capital Management Limited [See Preliminary Note]
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs,
which is 0.0% of the class of securities. The reporting person
on this cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Hong
Kong, China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chun
R. Ding [See Preliminary Note]
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon
Capital Partners, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon
Capital Institutional Partners, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon
Capital Institutional Partners II, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon
Capital Offshore Investors II, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, is a beneficial owner only of the securities reported
by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon
Capital Management, L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IA,
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon
Partners, L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William
F. Duhamel
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard
B. Fried
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel
J. Hirsch
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Monica
R. Landry
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by her on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Davide
Leone [See Item 2]
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas
M. MacMahon
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William
F. Mellin [See Item 2]
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen
L. Millham
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jason
E. Moment
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashish
H. Pant
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
India
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajiv
A. Patel
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew
J. M. Spokes
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas
F. Steyer
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard
H. Voon
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark
C. Wehrly
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The
reporting persons making this filing hold an aggregate of 0 ADSs, which is
0.0% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (See
Instructions) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
This
Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule
13G initially filed on April 13, 2009 (together with all prior and current
amendments thereto, this “Schedule 13G”).
Preliminary
Note
: As of September 1, 2009, Farallon Capital Management,
L.L.C. (the “Management Company”) and Farallon Partners, L.L.C. (the
“Farallon General Partner”) terminated certain sub-advisory arrangements
(the “Sub-advisory Arrangements Termination”) entered into with ChinaRock
Capital Management Limited (the “ChinaRock Sub-adviser”). As a result
of the Sub-advisory Arrangements Termination, the ChinaRock Sub-adviser ceased
to be a sub-investment adviser to the Farallon Funds (as defined
below) and the Managed Account (as defined below) and, as such, may
no longer be deemed a beneficial owner of the ADSs (as defined below)
beneficially owned by such entities. Chun R. Ding (the “ChinaRock
Individual Reporting Person”) served as a managing partner and director of the
ChinaRock Sub-adviser. As a result of the Sub-advisory Arrangements
Termination, the ChinaRock Individual Reporting Person may no longer be
deemed a beneficial owner of the ADSs beneficially owned by the
Farallon Funds and the Managed Account.
Item
1.
Issuer
(a)
Name of
Issuer
:
Changyou.com
Limited (the “Company”)
(b)
Address of Issuer’s
Principal Executive Offices
:
East
Tower, Jing Yan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing
100043, People’s Republic of China
Item
2.
Identity
And Background
Title Of Class Of Securities
And CUSIP Number (Item 2(d) and (e)
)
This
statement relates to American Depository Shares, each representing two Class A
ordinary shares, par value $0.01 per share (the “ADSs”), of
the Company. The CUSIP
number of the ADSs is 15911M107.
Name Of Persons Filing,
Address Of Principal Business Office And Citizenship (Item 2(a), (b) and
(c))
This
statement is filed by the entities and persons listed below, all of whom
together are referred to herein as the “Reporting Persons.”
The ChinaRock
Sub-adviser
|
|
(i)
|
ChinaRock
Capital Management Limited, a Hong Kong company limited by shares, which
was a sub-investment adviser to each of the Farallon Funds and Managed
Account, with respect to all of the ADSs held by the Farallon Funds and
the Managed Account.
|
The ChinaRock Individual
Reporting Person
|
|
(ii)
|
Chun
R. Ding, a managing partner and director of the ChinaRock Sub-adviser,
with respect to all of the ADSs held by the Farallon Funds and the Managed
Account.
|
The Farallon
Funds
|
|
(iii)
|
Farallon
Capital Partners, L.P., a California limited partnership (“FCP”), with
respect to the ADSs held by it;
|
|
|
(iv)
|
Farallon
Capital Institutional Partners, L.P., a California limited partnership
(“FCIP”), with respect to the ADSs held by
it;
|
|
|
(v)
|
Farallon
Capital Institutional Partners II, L.P., a California limited partnership
(“FCIP II”), with respect to the ADSs held by it;
and
|
|
|
(vi)
|
Farallon
Capital Offshore Investors II, L.P., a Cayman Islands exempted limited
partnership (“FCOI II”), with respect to the ADSs held by
it.
|
FCP,
FCIP, FCIP II and FCOI II are together referred to herein as the “Farallon
Funds.”
The Management
Company
|
|
(vii)
|
Farallon
Capital Management, L.L.C., a Delaware limited liability company, with
respect to the ADSs held by a certain account (the “Managed Account”)
managed by the Management Company.
|
The Farallon General
Partner
|
|
(viii)
|
Farallon
Partners, L.L.C., a Delaware limited liability company, which is the
general partner of each of the Farallon Funds, with respect to the ADSs
held by each of the Farallon Funds.
|
The Farallon Managing
Members
|
|
(ix)
|
The
following persons, each of whom is, or with respect to Mellin (as defined
below) was, a managing member of both the Farallon General Partner and the
Management Company, with respect to the ADSs held by
|
|
|
|
the
Farallon Funds and the Managed Account: William F. Duhamel (“Duhamel”),
Richard B. Fried (“Fried”), Daniel J. Hirsch (“Hirsch”), Monica R. Landry
(“Landry”), Davide Leone (“Leone”), Douglas M. Mahon (“MacMahon”), William
F. Mellin (“Mellin”), Stephen L. Millham (“Millham”), Jason E. Moment
(“Moment”), Ashish H. Pant (“Pant”), Rajiv A. Patel (“Patel”), Andrew J.
M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”), Richard H. Voon
(“Voon”) and Mark C. Wehrly
(“Wehrly”).
|
Duhamel,
Fried, Hirsch, Landry, Leone, MacMahon, Mellin, Millham, Moment, Pant, Patel,
Spokes, Steyer, Voon and Wehrly are together referred to herein as the “Farallon
Individual Reporting Persons.” The Farallon Individual Reporting Persons and the
ChinaRock Individual Reporting Person are together referred to herein as the
“Individual Reporting Persons.”
This
Schedule 13G reports that:
(i)
effective as of April 30, 2009, Mellin resigned as a managing member of the
Management Company and the Farallon General Partner and, as such, may no longer
be deemed a beneficial owner of the ADSs deemed beneficially owned by such
entities; and
(ii)
effective as of October 5, 2009, Leone became a managing member of the
Management Company and the Farallon General Partner and, as such, may be deemed
a beneficial owner of the ADSs deemed beneficially owned by such entities as of
such date.
Unless
the context otherwise requires, any reference to the “Farallon Individual
Reporting Persons,” the “Individual Reporting Persons” or the “Reporting
Persons” shall not include Mellin, the ChinaRock Sub-adviser or the ChinaRock
Individual Reporting Person, as applicable.
The
citizenship of each of the ChinaRock Sub-adviser, the Farallon Funds, the
Management Company and the Farallon General Partner is set forth
above. Each of the Individual Reporting Persons, other than Leone,
Pant and Spokes, is a citizen of the United States. Leone is a
citizen of Italy. Pant is a citizen of India. Spokes is a
citizen of the United Kingdom. The address of the principal business
office of each of the ChinaRock Sub-adviser and the ChinaRock Individual
Reporting Person is 2804 One Exchange Square, 8 Connaught Place, Central, Hong
Kong, China. The address of the principal business office of each of the
Reporting Persons, other than the ChinaRock Sub-adviser and the ChinaRock
Individual Reporting Person, is c/o Farallon Capital Management, L.L.C., One
Maritime Plaza, Suite 2100, San Francisco, California 94111.
|
Item
3.
|
If This Statement Is Filed Pursuant To
Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether The Person
Filing
Is An Entity Specified In (a) -
(k)
:
|
Not
Applicable.
Item
4.
Ownership
The
information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of
the cover page for each Reporting Person hereto is incorporated herein by
reference for each such Reporting Person.
The ADSs
reported hereby for the Farallon Funds are owned directly by the Farallon Funds
and those reported by the Management Company on behalf of the Managed Account
are owned directly by the Managed Account. Prior to the Sub-advisory
Arrangements Termination, the ChinaRock Sub-adviser, as sub-investment adviser
to the Farallon Funds and the Managed Account, may be deemed to be a beneficial
owner of all such ADSs owned by the Farallon Funds and the Managed
Account. Prior to the Sub-advisory Arrangements Termination, the
ChinaRock Individual Reporting Person, as the control person of the ChinaRock
Sub-adviser with the power to exercise investment discretion, may be deemed to
be a beneficial owner of all such ADSs owned by the Farallon Funds and the
Managed Account. The Management Company, as the investment adviser of the
Managed Account, may be deemed to be a beneficial owner of all such ADSs owned
by the Managed Account. The Farallon General Partner, as the general
partner of the Farallon Funds, may be deemed to be a beneficial owner of all
such ADSs owned by the Farallon Funds. The Farallon Individual
Reporting Persons, as managing members of both the Farallon General Partner and
the Management Company with the power to exercise investment discretion, may
each be deemed to be a beneficial owner of all such ADSs owned by the Farallon
Funds and the Managed Account.
Each of the ChinaRock Sub-adviser,
the Management Company, the Farallon General Partner and the Individual
Reporting Persons hereby disclaims any beneficial ownership of any such
ADSs
.
Item
5.
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 each of
the Reporting Persons has ceased to be a beneficial owner of more than five
percent of the class of securities, check the following [ X ].
Item
6.
Ownership Of More Than Five
Percent On Behalf Of Another Person
Not
Applicable.
|
Item
7.
|
Identification And
Classification Of The Subsidiary Which Acquired The Security Being
Reported On By
The
Parent Holding
Company
|
Not
Applicable.
|
Item
8.
|
Identification And
Classification Of Members Of The
Group
|
The
Reporting Persons are filing this Schedule 13G pursuant to Section
240.13d-1(c). Consistent with Item 2 of the cover page for each
Reporting Person above, the Reporting Persons neither disclaim nor affirm the
existence of a group among them.
Item
9.
Notice
Of Dissolution Of Group
Not
Applicable.
Item
10.
Certification
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.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 8,
2010
/s/
Monica R. Landry
CHINAROCK
CAPITAL MANAGEMENT LIMITED
By Monica
R. Landry, Attorney-in-Fact
/s/ Monica R. Landry
FARALLON
PARTNERS, L.L.C.,
On its
own behalf and
as the
General Partner of
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P. and
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P.
By Monica
R. Landry, Managing Member
/s/ Monica R. Landry
FARALLON
CAPITAL MANAGEMENT, L.L.C.
By Monica
R. Landry, Managing Member
/s/ Monica R. Landry
Monica R.
Landry, individually and as attorney-in-fact for each of Chun R. Ding, William
F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Davide Leone, Douglas M.
MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H.
Pant, Rajiv A. Patel, Andrew J.M. Spokes, Thomas F. Steyer, Richard H. Voon and
Mark C. Wehrly
The Power
of Attorney executed by each of ChinaRock Capital Management Limited and Ding
authorizing Landry to sign and file this Schedule 13G on its or his behalf,
which was filed with Amendment No. 1 to the Schedule 13G filed with the
Securities and Exchange Commission on September 20, 2007, by such Reporting
Persons with respect to the Common Stock of Pantheon China Acquisition Corp., is
hereby incorporated by reference. The Power of Attorney executed by
each of Duhamel, Fried, MacMahon, Mellin, Millham, Moment, Pant, Patel, Steyer
and Wehrly authorizing Landry to sign and file this Schedule 13G on his behalf,
which was filed
with the Schedule 13D filed with the Securities
and Exchange Commission on July 2, 2007 by such Reporting Persons with respect
to the Common Stock of Armor Holdings, Inc., is hereby incorporated by
reference. The Power of Attorney executed by Spokes authorizing
Landry to sign and file this Schedule 13G on his behalf, which was filed with
the Schedule 13D filed with the Securities and Exchange Commission on August 28,
2007 by such Reporting Person with respect to the Common Stock of Global Gold
Corporation, is hereby incorporated by reference. The Power of
Attorney executed by each of Hirsch and Voon authorizing Landry to sign and file
this Schedule 13G on his behalf, which was filed with Amendment No. 1 to the
Schedule 13D filed with the Securities and Exchange Commission on January 6,
2009 by such Reporting Persons with respect to the Common Stock of Town Sports
International Holdings, Inc., is hereby incorporated by
reference. The Power of Attorney executed by Leone authorizing Landry
to sign and file this Schedule 13G on his behalf, which was filed with Amendment
No. 18 to the Schedule 13D filed with the Securities and Exchange Commission on
October 23, 2009 by such Reporting Person with respect to the Common Stock of
CapitalSource Inc., is hereby incorporated by reference.
EXHIBIT
INDEX
|
EXHIBIT
2
|
Joint
Acquisition Statement Pursuant to Section
240.13d-1(k)
|
EXHIBIT
2
to
SCHEDULE 13G
JOINT
ACQUISITION STATEMENT
PURSUANT TO SECTION
240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is
inaccurate.
Dated: January
8, 2010
/s/ Monica R. Landry
CHINAROCK
CAPITAL MANAGEMENT LIMITED
By Monica
R. Landry, Attorney-in-Fact
/s/ Monica R. Landry
FARALLON
PARTNERS, L.L.C.,
On its
own behalf and
as the
General Partner of
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P. and
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P.
By Monica
R. Landry, Managing Member
/s/ Monica R. Landry
FARALLON
CAPITAL MANAGEMENT, L.L.C.
By Monica
R. Landry, Managing Member
/s/ Monica R. Landry
Monica R.
Landry, individually and as attorney-in-fact for each of Chun R. Ding, William
F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Davide Leone, Douglas M.
MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H.
Pant, Rajiv A. Patel, Andrew J.M. Spokes, Thomas F. Steyer, Richard H. Voon and
Mark C. Wehrly