Statement of Ownership (sc 13g)
September 01 2017 - 8:31AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Changyou.com
Limited.
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(Name of Issuer)
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Class A Ordinary
Shares, par value $0.01 per share
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(Title of Class of Securities)
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15911M107**
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(CUSIP Number)
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August 29,
2017
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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ý
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 9 Pages)
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______________________________
* 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 Class A Ordinary Shares have no
CUSIP number. The CUSIP number for the Company's American Depositary Shares, each representing two Class A Ordinary Shares, is
15911M107.
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 (the "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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CUSIP No. 15911M107
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13G
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Page
2
of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Oasis Management Company Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(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
Cayman Islands
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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
- 0 -
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6
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SHARED VOTING POWER
1,732,922 Class A Ordinary Shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,732,922 Class A Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,922 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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.02%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 15911M107
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13G
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Page
3
of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Oasis Investments II Master Fund Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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
Cayman Islands
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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
- 0 -
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6
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SHARED VOTING POWER
1,732,922 Class A Ordinary Shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,732,922 Class A Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,922 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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.02%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 15911M107
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13G
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Page
4
of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Seth Fischer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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
Germany
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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
- 0 -
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6
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SHARED VOTING POWER
1,732,922 Class A Ordinary Shares
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,732,922 Class A Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,922 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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.02%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 15911M107
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13G
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Page
5
of 9 Pages
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Item 1(a).
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NAME OF ISSUER.
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The name of the issuer is Changyou.com Limited (the "
Company
").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at Changyou Creative Industrial Park, 65 Bajiao East Road, Shijingshan District, Beijing 100043, People’s Republic of China.
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Item 2(a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Oasis Management Company Ltd., a Cayman Islands exempted company ("
Oasis Management
" or the "
Investment Manager
"), is the investment manager of Oasis Investments II Master Fund Ltd., a Cayman Islands exempted company (the "
Oasis II Fund
"), with respect to the Class A Ordinary Shares (as defined below) held by the Oasis II Fund;
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(ii)
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the Oasis II Fund, with respect to the Class A Ordinary Shares held by it; and
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(iii)
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Seth Fischer ("
Mr. Fischer
"), is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of the Oasis II Fund, with respect to the Class A Ordinary Shares held by the Oasis II Fund.
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The foregoing persons are hereinafter sometimes collectively referred to as the "
Reporting Persons
."
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The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Class A Ordinary Shares reported herein.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of Mr. Fischer is c/o Oasis Compliance, Oasis Management (Hong Kong) LLC, 21st Floor, Man Yee Building, 68 Des Voeux Road, Central, Hong Kong. The address of the business office of each of Oasis Management and the Oasis II Fund is Ugland House, PO Box 309 Grand Cayman, KY1-110, Cayman Islands.
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Each of Oasis Management and the Oasis II Fund is a Cayman Islands exempted company. Mr. Fischer is a citizen of Germany.
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CUSIP No. 15911M107
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13G
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Page
6
of 9 Pages
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Class A Ordinary Shares, par value $0.01 per share (the "
Class A Ordinary Shares
").
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Item 2(e).
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CUSIP NUMBER:
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The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Company's American Depositary Shares, each representing two Class A Ordinary Shares, is 15911M107.
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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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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g)
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Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h)
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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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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
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specify the type of institution:
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CUSIP No. 15911M107
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13G
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Page
7
of 9 Pages
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Item 4.
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OWNERSHIP
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The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
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The percentages used herein are calculated based upon 34,501,330 Class A Ordinary Shares outstanding as of December 31, 2016 as reported by the Company in its Annual Report on Form 20-F for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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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.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of her or its knowledge and belief, the securities referred to above 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.
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CUSIP No. 15911M107
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13G
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Page
8
of 9 Pages
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SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: September 1, 2017
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OASIS MANAGEMENT COMPANY LTD.
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By:
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/s/ Phillip Meyer
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Name:
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Phillip Meyer
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Title:
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General Counsel
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OASIS INVESTMENTS II MASTER FUND LTD.
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By:
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/s/ Phillip Meyer
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Name:
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Phillip Meyer
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Title:
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Director
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/s/ Seth Fischer
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SETH FISCHER
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CUSIP No. 15911M107
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13G
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Page
9
of 9 Pages
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED: September 1, 2017
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OASIS MANAGEMENT COMPANY LTD.
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By:
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/s/ Phillip Meyer
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Name:
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Phillip Meyer
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Title:
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General Counsel
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OASIS INVESTMENTS II MASTER FUND LTD.
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By:
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/s/ Phillip Meyer
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Name:
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Phillip Meyer
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Title:
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Director
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/s/ Seth Fischer
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SETH FISCHER
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