Amended Statement of Beneficial Ownership (sc 13d/a)
May 04 2017 - 8:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
China
Digital TV Holding Co., Ltd.
(Name of Issuer)
Ordinary
shares, par value $0.0005 per share
(Title of Class of Securities)
16938G
107
(CUSIP Number)
Zengxiang
Lu,
Jingmeng High-Tech Building B, 4
th
Floor, No. 5 Shangdi East Road, Haidian District, Beijing, 100085
People’s Republic of China
86-10-62971199
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May
4, 2017
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
*
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 disclosures provided in a prior cover page.
The information required on 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).
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zengxiang Lu
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
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(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
12,385,769(1)
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8.
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SHARED VOTING POWER
155,418 (2)
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9.
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SOLE DISPOSITIVE POWER
12,385,769 (1)
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10.
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SHARED DISPOSITIVE POWER
155,418 (2)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1) Represents: 9,273,393 Ordinary Shares and 3,112,376 American
Depositary Receipts (“ADRs”), par value $0.0005 per share of China Digital TV Holding Co., Ltd. (the “Ordinary
Shares”) held by Polar Light Group Limited (“Polar Light”), a company incorporated under the laws of British
Virgin Islands. Polar Light Group Limited is owned 100% by vote and value by Firestone Investments Limited, a company incorporated
under the laws of the Commonwealth of the Bahamas. Firestone Investments Limited is owned 100% by vote and value by the L&C
Family Trust which is an irrevocable trust valid under the laws of the Republic of Singapore. Mr. Zengxiang Lu (“Mr. Lu”)
is the Settlor of the L&C Trust. On May 3, 2017, Polar Light exercised 1,150,000 options to ADRs. Therefore the total number
of ADRs that Polar Light held increased to 3,112,376.
(2) Represents 155,418 Ordinary Shares of the Issuer held by
China Cast Investment Holdings Limited (“China Cast”). Each of Polar Light and Smart Live Group Limited (“Smart
Live”) held 50% of the equity interest of China Cast. Mr. Lu disclaims beneficial ownership of those shares held by China
Cast except to the extent of the reporting person’s pecuniary interest therein.
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Polar Light Group Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
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(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
12,385,769
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8.
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SHARED VOTING POWER
155,418
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9.
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SOLE DISPOSITIVE POWER
12,385,769
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10.
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SHARED DISPOSITIVE POWER
155,418
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,463,478 (3)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.28% (4)
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(3) Represents (i) 9,273,393 Ordinary Shares and 3,112,376 ADRs
held by Polar Light; (ii) 155,418 Ordinary Shares held by China Cast.
(4) The percentage used herein is calculated based upon 60,297,192
Ordinary Shares of the issuer that were issued and outstanding as of March 31, 2017 (as disclosed in the Issuer’s current
report on Form 20-K filed with the Securities and Exchange Commission on April 21, 2017).
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Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D (this
“Amendment No. 1”) hereby amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange
Commission on November 15, 2013 (the “Initial Filing”) relates to the Ordinary Shares of China Digital TV Holding Co.,
Ltd., an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”). The principal
executive office of the Issuer is Jingmeng High-Tech Building B, 4
th
Floor, No. 5 Shangdi East Road, Haidian District,
Beijing, China.
Item 2. Identity and Background.
This Statement is filed jointly by Polar
Light and Mr. Lu. The reporting persons are making this single, joint filing pursuant to the Joint Filing Agreement attached as
Exhibit 99.1, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the
reporting persons that a group exists.
The principal business of Polar Light is
to hold the Ordinary Shares in the Issuer. The principal business of Firestone Investments Limited is to hold securities in Polar
Light. The principal business of Credit Suisse Trust Limited is to act as the trustee for the The L&C Family Trust for the
benefits of certain family members of Mr. Lu.
The principal business address and the
principal office address of Polar Light is Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands.
The principal business address and the principal office address of Firestone Investments Limited is The Bahamas Financial Centre,
Shirley and Charlotte Streets, P.O. Box N-3023, Nassau, Bahamas. The principal business address and the principal office address
of Credit Suisse Trust Limited is 1 Raffles Link #05-02 Singapore 039393. The principal business address of Mr. Lu is Jingmeng
High-Tech Building B, 4
th
Floor, No. 5 Shangdi East Road, Haidian District, Beijing, China.
During the last five years, none of the
reporting persons has been convicted in a criminal proceeding.
During the last five years, none of the
reporting persons has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as
result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The present principal occupation of Mr.
Lu is the co-founder and director of the Issuer. Mr. Lu is a citizen of the People’s Republic of China.
Item 3. Source or Amount of Funds or Other Consideration.
On April 25, 2017, Polar Light and Aurec
Capital Ltd. (the “Aurec Capital”) entered into a Share Purchase Agreement (the “SPA”). Pursuant to the
SPA, Polar Light agreed to purchase an aggregate of 1,709,776 ADRs for an aggregate consideration of US$3,077,596.80 in cash, representing
a per ADR price of US$1.80.
Polar Light will use available cash to
purchase the above referenced shares, and no borrowed funds will be used in connection with such purchase.
The SPA is filed as Exhibit 99.2 hereto.
Reference is made to such Exhibit for the complete terms of the SPA.
Item 4. Purpose of Transaction.
The reporting persons agreed to purchase
the ADRs of the Issuer referenced in Item 3 above from Aurec Capital because the reporting persons believe that the ADRs represented
and continues to represent an attractive investment.
Except as set forth in this Schedule 13D,
the reporting persons do not presently have any additional plans or proposals that relate to or would result in any of the transactions,
events or actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a)
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As of the date hereof, Polar Light beneficially owns, in the aggregate, 12,463,478 Ordinary Shares, consisting of (i) 9,273,393
Ordinary Shares, (ii) 3,112,376 ADRs, and (iii) 155,418 Ordinary Shares of the Issuer held by China Cast, of which each of Polar
Light and Smart Live owns 50% of the equity interest. The beneficially owned Ordinary Shares represent, in the aggregate, approximately
20.28% of the total number of outstanding Ordinary Shares of the Issuer. The percentage reported in this Schedule 13D/A is based
upon the 60,297,192 Ordinary Shares of the Issuer that were issued and outstanding as of March 31, 2017 (as disclosed in the Issuer’s
current report on Form 20-K filed with the Securities and Exchange Commission on April 21, 2017).
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(b)
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No. of shares beneficially owned
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% of shares beneficially owned
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Shares subject to sole voting power
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Shares subject to shared voting power
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Shares subject to sole dispositive power
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Shares subject to shared dispositive power
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Mr. Lu
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0
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0
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12,385,769
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155,418
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12,385,769
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155,418
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Polar Light
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12,463,478
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20.28%
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12,385,769
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155,418
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12,385,769
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155,418
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(c) See Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
The Share Purchase Agreement
The SPA provides that Aurec Capital sells to Polar Light an
aggregate amount of 1,709,776 ADRs of the Issuer for an aggregate consideration of US$3,077,596.80 in cash, representing a per
ADR price of US$1.80.
Item 7. Material to Be Filed as Exhibits.
Exhibit 99.1 Joint Filing Agreement,
dated May
4, 2017, by and among the reporting persons.
Exhibit 99.2 Share Purchase Agreement,
dated April 25, 2017, between Polar Light and Aurec Capital.
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: May
4, 2017
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ZENGXIANG LU
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/s/ Zengxiang
Lu
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POLAR LIGHT GROUP LIMITED
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/s/ Zengxiang
Lu
Zengxiang Lu
Director
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Exhibit Index
Exhibit 99.1 Joint Filing Agreement,
dated May
4, 2017, by and among the reporting persons.
Exhibit 99.2 Share Purchase Agreement,
dated April 25, 2017, between Polar Light and Aurec Capital.