Amended Statement of Ownership (sc 13g/a)
April 10 2019 - 9:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
1
Sohu.com Limited
(Name
of Issuer)
Ordinary Shares, $0.001 par value
(Title of Class of Securities)
83410S108
(CUSIP Number)
March 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
1
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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 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. 83410S108
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13G
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Page
2
of 5 Pages
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(1)
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Names Of Reporting Persons
Public Sector Pension Investment Board
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(2)
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Check The Appropriate Box
If A Member Of A Group (See Instructions)
(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
Canada
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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
3,283,153
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(6)
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Shared Voting Power
0
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(7)
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Sole Dispositive Power
3,283,153
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(8)
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Shared Dispositive Power
0
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(9)
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Aggregate Amount Beneficially Owned By Each Reporting Person
3,283,153
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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)
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Percent Of Class
Represented By Amount In Row (9)
8.4
%
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(12)
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Type Of Reporting Person
(See Instructions)
FI
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CUSIP No. 83410S108
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13G
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Page
3
of 5 Pages
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Item 1
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(a).
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Name of Issuer:
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Sohu.com Limited
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Item 1
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(b).
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Address of Issuers Principal Executive Offices:
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Level 18, Sohu.com Media Plaza
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Block 3, No. 2 Kexueyuan South Road, Haidian District
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Beijing 100190, Peoples Republic of China
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Item 2
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(a).
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Name of Person Filing:
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Public Sector Pension Investment Board
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Item 2
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(b).
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Address of Principal Business Office or, if None, Residence:
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1250 Rene-Levesque West,
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Suite 1400, Montreal, Quebec, H3B 5E9 Canada
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Item 2
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(c).
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Citizenship:
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Canada
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Item 2
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(d).
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Title of Class of Securities:
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Ordinary Shares, $0.001 par value
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Item 2
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(e).
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CUSIP Number:
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83410S108
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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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☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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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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☐ 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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☐ 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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☐ An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
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(f)
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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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☐ A parent holding company, in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings association 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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☐ 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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☒ A
non-U.S.
institution in accordance with §
240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with §
240.13d-1(b)(1)(ii)(K).
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If filing as a
non-U.S.
institution in accordance with §
240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
Pension investment manager subject to the
Public Sector Pension Investment Board Act
, an Act of the Parliament of Canada, and
the regulations made thereunder.
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CUSIP No. 83410S108
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13G
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Page
4
of 5 Pages
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(a) Amount Beneficially Owned:
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3,283,153
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(b) Percent of Class:
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8.4
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%*
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote:
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3,283,153
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(ii) Shared power to vote or direct the vote:
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0
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(iii) Sole power to dispose or direct the disposition of:
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3,283,153
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(iv) Shared power to dispose or direct the disposition of:
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0
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*
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The percentage of the class was calculated in accordance with §
240.13d-3,
assuming the options owned by the investor were converted into Ordinary Shares and is based on 39,229,000 Ordinary Shares outstanding as reported on the Nasdaq website.
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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: ☐
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company.
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Not applicable
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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CUSIP No. 83410S108
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13G
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Page
5
of 5 Pages
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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, other than activities solely in connection with a nomination under
§240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to a pension investment
manager subject to the
Public Sector Pension Investment Board Act
, an Act of the Parliament of Canada, and the regulations made thereunder, is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S.
institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
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Dated: April 10, 2019
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PUBLIC SECTOR PENSION INVESTMENT BOARD
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By:
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/s/ Martine Vanasse
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Name:
Title:
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Martine Vanasse
Vice President and Chief
Compliance Officer
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