SE Sea Limited

CUSIP NO.: 81141R 100

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CUSIP NO.: 81141R 100

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Item 1. Security and Issuer.

The title and class of equity securities to which this statement on Schedule 13D (this “Schedule 13D”) relates are the Class A ordinary shares of par value US$0.0005 per share (“Class A Ordinary Shares”) of Sea Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”). The Issuer’s principal executive office is located at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522.

Item 2. Identity and Background.

This Schedule 13D is being filed jointly by Mr. Forrest Xiaodong Li (“Mr. Li”) and Blue Dolphins Venture Inc (“Blue Dolphins”) (each a “Reporting Person,” and together, the “Reporting Persons”), pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission under Section 13 of the Act. The business address of the Reporting Persons is c/o Sea Limited, 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522.

Mr. Li, a citizen of Singapore, is the chairman and group chief executive officer of the Issuer and the sole owner and director of Blue Dolphins. Blue Dolphins is a company incorporated in the British Virgin Islands mainly for investment purposes. The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 1.

During the last five years, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any director of the Reporting Persons, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a 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.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth or incorporated by reference in Items 4, 5 and 6 of this Schedule 13D are hereby incorporated by reference in this Item 3.

Mr. Li is deemed to beneficially own an aggregate of 102,037,275 Class A Ordinary Shares and Class B Ordinary Shares of par value US$0.0005 per share (“Class B Ordinary Shares”) of the Issuer, and Blue Dolphins is deemed to beneficially own 39,416,870 Class B Ordinary Shares of the Issuer. Each Class B Ordinary Share is convertible into one Class A Ordinary Share, whereas Class A Ordinary Shares are not convertible into Class B Ordinary Shares. Class A Ordinary Shares and Class B Ordinary Shares are collectively referred to as “Shares.” The Reporting Persons acquired the Shares covered by this Scheduled 13D that are held by them prior to the Issuer’s initial public offering, which acquisition was financed by the personal funds of Mr. Li, whereas the other Shares covered by this Schedule 13D are deemed beneficially owned by Mr. Li through voting proxies.

Pursuant to an irrevocable proxy among Mr. Li, on the one hand, and Tencent Holdings Limited, Tencent Limited and Tencent Growthfund Limited (collectively, “Tencent”) on the other hand, dated September 1, 2017 (the “Irrevocable Proxy”), Tencent has agreed to appoint Mr. Li as its proxy with respect to all or a portion of the Class B Ordinary Shares held by Tencent on matters that are subject to the vote of shareholders, effective immediately prior to the completion of the Issuer’s initial public offering, which occurred on October 24, 2017. Mr. Li may be deemed to beneficially own the portion of Class B Ordinary Shares held by Tencent for which it has given Mr. Li the General Proxy (as defined in Item 6) pursuant to the Irrevocable Proxy.

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Item 4. Purpose of Transaction.

The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D are hereby incorporated by reference in this Item 4.

The Reporting Persons acquired the Shares covered by this Scheduled 13D that are held by them prior to the Issuer’s initial public offering. The Shares were acquired for investment purposes.

Pursuant to the Irrevocable Proxy between Mr. Li and Tencent, Tencent has agreed to appoint Mr. Li as its proxy with respect to all or a portion of the Class B Ordinary Shares held by Tencent on matters that are subject to the vote of shareholders, effective immediately prior to the completion of the Issuer’s initial public offering, which occurred on October 24, 2017.

Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer.

Mr. Li’s beneficial ownership also includes (a) 46,573,653 Class B Ordinary Shares held by Tencent for which it has given Mr. Li an irrevocable proxy to vote such Shares under the General Proxy (as defined in Item 6) (such Class B Ordinary Shares exclude those shares covered solely by an irrevocable proxy giving Mr. Li the voting rights over matters relating to the Issuer’s board size and composition under the Board Proxy (as defined in Item 6)) and (b) Class A Ordinary Shares held by our directors, employees, others and Garena ESOP Program (PTC) Limited who have given Mr. Li an irrevocable proxy to vote such shares, including Shares issuable upon exercise of options and vesting of restricted shares within 60 days from the date hereof.

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The parties to the Irrevocable Proxy may be deemed to be a “group” pursuant to Rule 13d-5 of the Exchange Act. If the parties to the Irrevocable Proxy are deemed to be a group, the members of such group would be the Reporting Persons and Tencent.

(c) Except as disclosed in this Schedule 13D, neither of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any director of the Reporting Persons, has effected any transactions relating to the Shares during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth and/or incorporated by reference in Items 3, 4 and 5 is hereby incorporated by reference into this Item 6.

Under the Irrevocable Proxy, Tencent has granted Mr. Li an irrevocable proxy with respect to its Class B Ordinary Shares for any matters concerning the size and/or composition of the Issuer’s board that require a shareholder vote, including, any resolution to approve, authorize or confirm any increase or decrease in the number of or any minimum or maximum number of directors of the Issuer’s board, any appointment or election of any new director or directors of the Issuer, and any removal or replacement of any existing director or directors of the Issuer (“Board Proxy”). Mr. Li has agreed to vote all of such Class B Ordinary Shares at the direction of Tencent for the election, removal and replacement of one member of the Issuer’s board, provided the nominee for such board seat is qualified and permitted to serve on the Issuer’s board under applicable law and stock exchange rules (“Tencent Director Matters”).

Under the Irrevocable Proxy, for all other matters that require shareholder vote, Tencent has granted Mr. Li an irrevocable proxy with respect to a certain number of the Class B Ordinary Shares held by Tencent such that Tencent’s total voting power in the Issuer does not exceed 29% of the total voting power of all outstanding Shares immediately after the initial public offering of the Issuer, excluding Shares issued pursuant to (i) the conversion of any outstanding convertible promissory notes of the Issuer held by Tencent, and (ii) the exercise of any over-allotment options by the underwriters in the initial public offering of the Issuer (“General Proxy”).

In addition, upon any sale, transfer, assignment or disposition of ownership in any Class B Ordinary Shares by a holder to any person or entity which is not a permitted transferee under the Irrevocable Proxy, such Class B Ordinary Shares will automatically convert into an equal number of Class A Ordinary Shares. Permitted transferees of Mr. Li include certain of his relatives so long as Mr. Li keeps voting rights over the Class B Ordinary Shares held by such transferees, and for Tencent include certain of its affiliates.

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Upon termination of the Irrevocable Proxy, all issued and outstanding Class B Ordinary Shares will automatically convert into an equal number of Class A Ordinary Shares (subject to the exception described below). The Irrevocable Proxy will terminate upon the earliest of: (i) the tenth anniversary of the completion of the initial public offering of the Issuer, which can be extended if the parties to the Irrevocable Proxy agree; (ii) Mr. Li voluntarily ceasing to be the Issuer’s group chief executive officer; (iii) the death or permanent incapacity of Mr. Li; (iv) Mr. Li failing to spend at least half of all work days, excluding certain leaves, in any given calendar year on the Issuer’s business, the end of such calendar year; (v) Mr. Li voting the Shares subject to the Board Proxy on any Tencent Director Matter contrary to the written direction of Tencent; or (vi) the mutual agreement of the parties to the Irrevocable Proxy. However, if upon the tenth anniversary of the completion of the initial public offering of the Issuer, the number of issued and outstanding Class B Ordinary Shares held by Tencent is less than 50% of the total number of issued and outstanding Class B Ordinary Shares held by it immediately after the completion of the initial public offering of the Issuer, all of the Class B Ordinary Shares then held by Tencent will automatically convert into an equal number of Class A Ordinary Shares, and all of the Class B Ordinary Shares held by Mr. Li and his permitted transferees will not convert into Class A Ordinary Shares until the earliest of an additional ten years or any of the events described in (ii), (iii) and (iv) above.

Under an investors’ rights agreement entered into by and among the Issuer and certain of its investors and shareholders as of April 8, 2017, the Issuer has granted certain registration rights to holders of certain of its securities, which include Shares held directly or indirectly by Mr. Li.

Item 7. Material to be Filed as Exhibits.

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2017

[Signature Page to Schedule 13D]