Amended Statement of Ownership (sc 13g/a)
February 01 2019 - 4:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sea Limited
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0005 per share
(Title of Class of Securities)
81141R 100**
(CUSIP
Number)
December 31, 2018
(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)
*
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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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**
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This CUSIP number applies to the Issuers American depositary share, each representing one Class A
ordinary share of the Issuer.
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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 (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.:
81141R 100
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(1)
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NAME OF
REPORTING PERSONS
Gang Ye (Mr. Ye)
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(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
Singapore
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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
28,843,940 Class A ordinary
shares
1
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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
28,843,940 Class A ordinary shares
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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
28,843,940 Class A ordinary shares
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ☐
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
8.4%
2
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(12)
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TYPE OF REPORTING PERSON*
IN
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1.
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Includes 4,042,134 Class A Ordinary Shares which Mr. Ye has appointed Mr. Forrest Xiaodong Li, the chairman and
group chief executive officer of the Issuer, as his irrevocable proxy to exercise voting power.
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2.
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As a percentage of 342,598,768 ordinary shares of par value US$0.0005 per share (Shares), which
included all the Class A ordinary shares of par value US$0.0005 per share (Class A Ordinary Share) and the Class B ordinary shares of par value US$0.0005 per share (Class B Ordinary Share), of the Issuer issued and
outstanding as of December 31, 2018. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to three votes. The Shares beneficially owned by Mr. Ye (excluding 4,042,134 Class A Ordinary Shares which Mr. Ye
has appointed Mr. Forrest Xiaodong Li as his irrevocable proxy to vote) represent approximately 3.8% of the aggregate voting power of the total issued and outstanding Shares of the Issuer.
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1
Item 1(a).
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Name of Issuer:
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Sea Limited
Item 1(b).
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Address of Issuers Principal Executive Offices:
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1 Fusionopolis Place,
#17-10,
Galaxis, Singapore 138522
Item 2(a).
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Name of Person Filing:
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Gang Ye
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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c/o Sea Limited, 1 Fusionopolis Place,
#17-10,
Galaxis, Singapore 138522
Item 2(c).
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Citizenship or Place of Organization:
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Singapore
Item 2(d).
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Title of Class of Securities:
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Class A ordinary shares of par value US$0.0005 per share
81141R 100*
*
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This CUSIP number applies to the Issuers American depositary share, each representing one Class A
ordinary share of the Issuer.
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Item 3.
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Statement Filed Pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c):
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Not Applicable.
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Number of shares as to which such person has:
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Reporting Person
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Amount
Beneficially
Owned
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Percent of
Class
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Sole Power to
Vote or Direct
the Vote
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Shared Power
to Vote or to
Direct the Vote
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Sole Power to
Dispose or to
Direct the
Disposition of
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Shared Power
to Dispose or to
Direct the
Disposition of
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Gang Ye
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28,843,940
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(1)
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8.4
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%
(2)
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28,843,940
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(3)
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0
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28,843,940
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0
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(1)
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Represents (i) 26,048,497 Class A Ordinary Shares held by Mr. Ye, and (ii) 2,795,443 Class A
Ordinary Shares issuable upon exercise of options or vesting of restricted share units for Class A Ordinary Share held by Mr. Ye within 60 days from December 31, 2018.
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(2)
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As a percentage of 342,598,768 Shares, which included all the Class A Ordinary Shares and the Class B
Ordinary Shares, of the Issuer issued and outstanding as of December 31, 2018. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to three votes. The Shares beneficially owned by
Mr. Ye (excluding 4,042,134 Class A Ordinary Shares which Mr. Ye has appointed Mr. Forrest Xiaodong Li as his irrevocable proxy to vote) represent approximately 3.8% of the aggregate voting power of the total issued and
outstanding Shares of the Issuer.
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(3)
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Includes 4,042,134 Class A Ordinary Shares which Mr. Ye has appointed Mr. Forrest Xiaodong Li as
his irrevocable proxy to exercise voting power.
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2
Item 5.
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Ownership of Five Percent or Less of a Class:
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Not Applicable.
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 or Control Person:
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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.
Item 9.
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Notice of Dissolution of Group:
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Not Applicable.
Not Applicable.
3
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 1, 2019
[Signature Page to
Schedule 13G]
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