SOGO Sogou Inc

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(1) Represents Class B ordinary shares of the Issuer held by THL A21 Limited, which is a wholly-owned subsidiary of Tencent Holdings Limited. Each Class B ordinary share of the Issuer is convertible at the option of the holder at any time into one Class A ordinary share of the Issuer.

(2) The percentage is calculated based on 108,833,041 Class A ordinary shares of the Issuer outstanding as of December 31, 2020, according to the Form 20-F for the fiscal year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Issuer on March 18, 2021. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares, such percentage would be 39.1% based on 108,833,041 Class A ordinary shares and 278,757,875 Class B ordinary shares outstanding as of December 31, 2020, according to the Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC by the Issuer on March 18, 2021. The voting power of the Class B ordinary shares beneficially owned by the Reporting Person represents approximately 52.3% of the aggregate voting power of the Issuer.

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(1) Represents Class B ordinary shares of the Issuer held by THL A21 Limited. Each Class B ordinary share of the Issuer is convertible at the option of the holder at any time into one Class A ordinary share of the Issuer.

(2) The percentage is calculated based on 108,833,041 Class A ordinary shares of the Issuer outstanding as of December 31, 2020, according to the Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC by the Issuer on March 18, 2021. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares, such percentage would be 39.1% based on 108,833,041 Class A ordinary shares and 278,757,875 Class B ordinary shares outstanding as of December 31, 2020, according to the Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC by the Issuer on March 18, 2021. The voting power of the Class B ordinary shares beneficially owned by the Reporting Person represents approximately 52.3% of the aggregate voting power of the Issuer.

Introduction

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed on August 5, 2020, as amended by Amendment No. 1 to Schedule 13D filed on October 1, 2020 and Amendment No. 2 to Schedule 13D filed on December 3, 2020 (the “Original Schedule 13D” and, together with this Amendment No. 3, the “Statement”) by Tencent Holdings Limited, a Cayman Islands company (“Tencent”), and THL A21 Limited, a British Virgin Islands company and a wholly-owned subsidiary of Tencent (“THL A21”, and together with Tencent, the “Reporting Persons”), in respect of the Class A Ordinary Shares of Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”). Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 3 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

Item 2. Identity and Background

Item 2 of the Original Schedule 13D is hereby amended by deleting Appendix A referenced therein and replacing it with Appendix A included with this Amendment No. 3.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding at the end thereof the following:

Amendment No. 2 to Merger Agreement

On July 19, 2021, the Issuer, THL A21, Parent and Tencent Mobility Limited entered into an Amendment No. 2 to Agreement and Plan of Merger (the “Amendment No. 2 to Merger Agreement”), pursuant to which the termination date under the Merger Agreement is extended from July 31, 2021 to December 31, 2021.

Amendment No. 2 to Share Purchase Agreement

On July 19, 2021, Parent, Sohu Search and Sohu.com Limited entered into an Amendment No. 2 to Share Purchase Agreement (the “Amendment No. 2 to Share Purchase Agreement”), pursuant to which the termination date under the Share Purchase Agreement is extended from July 31, 2021 to December 31, 2021.

References to the Amendment No. 2 to Merger Agreement and the Amendment No. 2 to Share Purchase Agreement are qualified in their entirety by reference to the Amendment No. 2 to Merger Agreement and the Amendment No. 2 to Share Purchase Agreement, which are attached hereto as Exhibit 11 and 12 respectively, and are incorporated by reference in their entirety.

Item 7. Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding at the end thereof the following:

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.

Date: July 21, 2021

Appendix A

EXECUTIVE OFFICERS AND DIRECTORS OF TENCENT HOLDINGS LIMITED

The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name is with Tencent Holdings Limited.

EXECUTIVE OFFICERS AND DIRECTORS OF THL A21 LIMITED

The names of the directors and the names and titles of the executive officers of THL A21 Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name is with THL A21 Limited.