UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

  Qihoo 360 Technology Co. Ltd.  
  (Name of Issuer)  
     
  Class A and Class B Ordinary Shares  
  (Title of Class of Securities)  
     
  74734M109  
  (CUSIP Number)  
     
  December 31, 2012  
  (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)

 

x 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)

 

 
 

 

CUSIP NO.: 74734M109

 

(1) NAME OF REPORTING PERSONS
  Shu Cao
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) ¨
    (b) x
       
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China

 

NUMBER

OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH

 

(5) SOLE VOTING POWER  
  9,434,866  
(6) SHARED VOTING POWER  
  0  
(7) SOLE DISPOSITIVE POWER  
  9,434,866  
(8) SHARED DISPOSITIVE POWER  
  0  

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  9,434,866  
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.1% 1

 
(12) TYPE OF REPORTING PERSON*
  IN

 

 

1 As a percentage of 184,157,097 total outstanding issued Class A and Class B ordinary shares as of December 31, 2012. The voting power of the ordinary shares beneficially owned by the reporting person represents 4.2% of total outstanding voting power of all Class A and Class B ordinary shares.

 

1
 

 

CUSIP NO.: 74734M109

 

(1) NAME OF REPORTING PERSONS
  Sino Honor Limited
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a) ¨
    (b) x
     
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands

 

NUMBER

OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH

 

(5) SOLE VOTING POWER  
  9,131,414  
(6) SHARED VOTING POWER  
  0  
(7) SOLE DISPOSITIVE POWER  
  9,131,414  
(8) SHARED DISPOSITIVE POWER  
  0  

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  9,131,414  
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.0% 2

 
(12) TYPE OF REPORTING PERSON*  
  CO  

 

 

2 As a percentage of 183,157,097 total outstanding issued Class A and Class B ordinary shares as of December 31, 2012. The voting power of the ordinary shares beneficially owned by the reporting person represents 4.1% of total outstanding voting power of all Class A and Class B ordinary shares.

 

2
 

 

Item 1(a) Name of Issuer :
   
  Qihoo 360 Technology Co. Ltd.
   
Item 1(b) Address of Issuer's Principal Executive Offices:
   
  Qihoo 360 Technology Co. Ltd., Building #2, 6 Jiuxianqiao Road, Chaoyang District, Beijing 100015, People's Republic of China
   
Item 2(a) Name of Person Filing:
   
  Shu Cao
  Sino Honor Limited
   
Item 2(b) Address of Principal Business Office or, if None, Residence:
   
  For all reporting persons:
  c/o Qihoo 360 Technology Co. Ltd., Building #2, 6 Jiuxianqiao Road, Chaoyang District, Beijing 100015, People's Republic of China
   
Item 2(c) Citizenship:
   
  Shu Cao: People’s Republic of China
  Sino Honor Limited: British Virgin Islands
   
Item 2(d) Title of Class of Securities:
   
  Ordinary shares
   
  The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Each Class B ordinary shares is entitled to five votes, whereas each Class A ordinary share is entitled to one vote.
   
Item 2(e) CUSIP Number:
   
  74734M109
   
Item 3 Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c) :
   
  Not Applicable

 

3
 

 

Item 4 Ownership.

 

The following information with respect to the ownership of the ordinary shares of the issuer by each of the reporting persons is provided as of December 31, 2012.

 

              Number of shares as to which such person has:
Report Person   Amount
Beneficially
Owned 		 

Percent of

Class (1)

    Sole Power to
Vote or
Direct the
Vote 		  Shared
Power to
Vote or to
Direct the
Vote 		    Sole Power to
Dispose or to
Direct the
Disposition of 		  Shared Power
to Dispose or to
Direct the
Disposition of 		 
                               
Shu Cao   9,434,866 ordinary shares (2)     5.1 % (3)   9,434,866 ordinary shares     0     9,434,866 ordinary shares     0  
                                     
Sino Honor Limited   9,131,414 ordinary shares (4)     5.0 % (5)   9,131,414 ordinary shares     0     9,131,414 ordinary shares     0  

 

(1) As a percentage of 183,157,097 total outstanding issued Class A and Class B ordinary shares as of December 31, 2012.

 

(2) Consists of (i) 6,362,252 Class A ordinary shares in the form of American depositary shares, (ii) 2,080,362 Class B ordinary shares and (iii) 688,800 Class A ordinary shares in the form of American depositary shares issuable upon the exercise of options exercisable within 60 days of this filing, all of which are held by Sino Honor Limited (“Sino Honor”), a British Virgin Islands company wholly-owned by Mr. Cao, and (iv) 301,501 Class A ordinary shares in the form of American depositary shares, (v) one Class B ordinary share and (vi) 1,950 Class A ordinary shares in the form of American depositary shares issuable upon the exercise of options exercisable within 60 days of this filing, all of which are held by Flying Great Limited (“Flying Great”), a British Virgin Islands company wholly-owned by Mr. Cao. Mr. Cao expressly disclaims beneficial ownership in the 7,051,052 Class A and 2,080,362 Class B ordinary shares held by Sino Honor, which were allocated to award the Issuer’s employees and consultants under the Issuer’s 2006 Employee Share Vesting Scheme.

 

(3) The voting power of the shares beneficially owned represents 4.2% of total outstanding voting power of all Class A and Class B ordinary shares.

 

(4) Consists of (i) 6,362,252 Class A ordinary shares in the form of American depositary shares, (ii) 2,080,362 Class B ordinary shares and (iii) 688,800 Class A ordinary shares in the form of American depositary shares issuable upon the exercise of options exercisable within 60 days of this filing, all of which are held by Sino Honor. Sino Honor disclaims beneficial ownership in all of those shares, which were allocated to award the Issuer’s employees and consultants under the Issuer’s 2006 Employee Share Vesting Scheme.

 

(5) The voting power of the shares beneficially owned represents 4.1% of total outstanding voting power of all Class A and Class B ordinary shares.

 

Item 5 Ownership of Five Percent or Less of a Class.
   
  Not Applicable
   
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 or Control Person.
   
  Not Applicable
   
Item 8 Identification and Classification of Members of the Group.
   
  Not Applicable

 

4
 

 
Item 9 Notice of Dissolution of Group.
   
  Not Applicable
   
Item 10 Certifications.
   
  Not Applicable

 

5
 

 

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 14, 2013

 

Shu Cao /s/ Shu Cao
  Shu Cao
   
Sino Honor Limited By: /s/ Shu Cao
  Name: Shu Cao
  Title: Director

 

[Signature Page to Schedule 13G/A]

 

 
 

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
A   Joint Filing Agreement

 

 
 

 

EXHIBIT A

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A and Class B Ordinary Shares, par value $0.001 per share, of Qihoo 360 Technology Co. Ltd., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]

 

 
 

 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2013.

 

Shu Cao /s/ Shu Cao
  Shu Cao
   
Sino Honor Limited By: /s/ Shu Cao
  Name: Shu Cao
  Title: Director

 

[Signature Page to Joint Filing Agreement]

 

 

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