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 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).
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 2 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Tianqiao Chen
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,896,441
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,896,441
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,896,441
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.96% (1)
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
(1)
|
Calculated based on 119,620,952 shares of Common Stock
outstanding as of October 22, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 28, 2020.
|
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 3 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Shanda Media Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,896,441
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,896,441
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,896,441
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.96% (1)
|
14
|
TYPE OF REPORTING PERSON
CO, HC
|
|
|
|
|
|
|
(1)
|
Calculated based on 119,620,952 shares of Common Stock
outstanding as of October 22, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 28, 2020.
|
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 4 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Shanda Global Investment Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,896,441
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,896,441
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,896,441
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.96% (1)
|
14
|
TYPE OF REPORTING PERSON
CO, HC
|
|
|
|
|
|
|
(1)
|
Calculated based on 119,620,952 shares of Common Stock
outstanding as of October 22, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 28, 2020.
|
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 5 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Shanda Technology Overseas Capital Company Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,896,441
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,896,441
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,896,441
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.96% (1)
|
14
|
TYPE OF REPORTING PERSON
CO, HC
|
|
|
|
|
|
|
(1)
|
Calculated based on 119,620,952 shares of Common Stock outstanding as of October 22, 2020 as reported
in the Issuer’s Quarterly Report on Form 10-Q filed on October 28, 2020.
|
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 6 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Shanda Group USA Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,896,441
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,896,441
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,896,441
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.96% (1)
|
14
|
TYPE OF REPORTING PERSON
CO, HC
|
|
|
|
|
|
|
(1)
|
Calculated based on 119,620,952 shares of Common Stock
outstanding as of October 22, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 28, 2020.
|
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 7 of 12 Pages
|
1
|
NAME OF REPORTING PERSONS
Shanda Asset Management Holdings Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
(b) [_]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,896,441
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,896,441
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,896,441
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[_]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.96% (1)
|
14
|
TYPE OF REPORTING PERSON
CO, HC
|
|
|
|
|
|
|
(1)
|
Calculated based on 119,620,952 shares of Common Stock
outstanding as of October 22, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 28, 2020.
|
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 8 of 12 Pages
|
The following constitutes
Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by the Reporting Persons on March 13, 2017 (the
“Original Schedule 13D”), as amended by that Amendment No. 1 to the Original Schedule 13D filed by the Reporting
Persons on August 15, 2017 (“Amendment No. 1”), that Amendment No. 2 filed by the Reporting Persons on October
4, 2017(“Amendment No. 2”), that Amendment No. 3 filed by the Reporting Persons on January 11, 2018 (“Amendment
No. 3”) and that Amendment No. 4 filed by the Reporting Persons on November 13, 2020 (“Amendment No. 4” and,
collectively with Amendment No. 1, Amendment No. 2, Amendment No. 3, and the Original Schedule 13D, the “Schedule 13D”).
Item 2. Identity
and Background.
Item 2 is hereby amended
and restated as follows:
This
Schedule 13D is jointly filed on behalf of Tianqiao Chen (“Mr. Chen”), Shanda Media Limited, Shanda Global Investment
Limited, Shanda Technology Overseas Capital Company Limited, Shanda Group USA Limited and Shanda Asset Management Holdings Limited
(collectively, the “Reporting Persons” and each a “Reporting Person”). Mr. Chen is a citizen
of the People’s Republic of China who holds 100% of the outstanding and issued shares of Shanda Media Limited. Shanda Media
Limited owns 70% of all outstanding and issued shares of Shanda Global Investment Limited, which is the sole shareholder of Shanda
Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company Limited owns 100% of the outstanding and
issued shares of Shanda Group USA Limited, which is the sole shareholder of Shanda Asset Management Holdings Limited. Shanda Asset
Management Holdings Limited directly holds the Shares (as defined below).
The
principal business address of Mr. Chen is 303 Twin Dolphin Drive, #6054, Redwood City, California 94065, United States. The principal
business address of Shanda Media Limited is Offshore Incorporations Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands.
The principal business address of Shanda Technology Overseas Capital Company Limited is Cricket Square, Hutchins Drive, P.O. Box
2681,Grand Cayman, KY1-1111,Cayman Islands. The principal business address of each of Shanda Global Investment Limited, Shanda
Group USA Limited and Shanda Asset Management Holdings Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola,
British Virgin Islands, VG1110. Mr. Chen currently serves as the Chairman and Chief Executive Office of Shanda Group, a private
investment group. Each of the other Reporting Persons is a private investment holding company affiliated with Shanda Group. Shanda
Technology Overseas Capital Company Limited is incorporated under the laws of the Cayman Islands. Each of Shanda Media Limited,
Shanda Global Investment Limited, Shanda Group USA Limited and Shanda Asset Management Holdings Limited is incorporated under the
laws of the British Virgin Islands.
The
name, business address, present principal occupation and citizenship of each director and executive officer of each of the Reporting
Persons (other than Mr. Chen) is set forth on Schedule A.
During
the last five years, none of the Reporting Persons, and to the best of their knowledge, any of the persons listed on Schedule
A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been 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.
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 9 of 12 Pages
|
Item 3. Source
and Amount of Funds or Other Consideration.
Item 3 is hereby amended
and restated as follows:
The aggregate purchase
price for the shares of Common Stock (the “Shares”) beneficially owned by the Reporting Persons was approximately
$145,770,386, inclusive of (i) commissions paid and (ii) with respect to Shares beneficially owned through options that have been
exercised, the exercise price of such options, plus the premiums paid for call options (to the extent such options were call options).
Such purchase price was funded through internally generated funds of the Reporting Persons.
Item 5. Interest
in Securities of the Issuer.
Item 5 is hereby amended and restated
as follows:
(a), (b)
As of the date hereof,
Shanda Asset Management Holdings Limited held 17,896,441 shares of Common Stock, representing approximately 14.96% of the outstanding
shares of Common Stock. The foregoing percentage is calculated based on 119,620,952 shares of Common Stock outstanding as of October
22, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 28, 2020.
Mr. Chen, through
his ownership of Shanda Media Limited, may be deemed to share voting and dispositive power over the Shares beneficially owned by
Shanda Media Limited. Shanda Media Limited, through its ownership of Shanda Global Investment Limited, may be deemed to share voting
and dispositive power over the Shares beneficially owned by Shanda Global Investment Limited. Shanda Global Investment Limited,
through its ownership of Shanda Technology Overseas Capital Company Limited, may be deemed to share voting and dispositive power
over the Shares beneficially owned by Shanda Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company
Limited, through its ownership of Shanda Group USA Limited may be deemed to share voting and dispositive power over the Shares
beneficially owned by Shanda Group USA Limited. Shanda Group USA Limited, through its ownership of Shanda Asset Management Holdings
Limited, may be deemed to share voting and dispositive power over the Shares directly held by Shanda Asset Management Holdings
Limited.
(c) Schedule
B sets forth information with respect to each transaction effectuated by Shanda Asset Management Holdings Limited since the
filing of Amendment No. 4. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. Other
than as set forth on Schedule B, there were no other transactions by the Reporting Persons since the filing of Amendment
No. 4.
(d) Not
applicable.
(e) Not
applicable.
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 10 of 12 Pages
|
SIGNATURE
After reasonable
inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information
set forth in this statement is true, complete and correct.
November 25, 2020
|
TIANQIAO CHEN
|
|
|
|
/s/ Tianqiao Chen
|
|
|
|
SHANDA MEDIA LIMITED
By: /s/ Tianqiao Chen
|
|
Name: Tianqiao Chen
|
|
Title: Director
|
|
|
|
|
|
SHANDA GLOBAL INVESTMENT LIMITED
By: /s/ Tianqiao Chen
|
|
Name: Tianqiao Chen
|
|
Title: Director
|
|
|
|
|
|
SHANDA TECHNOLOGY OVERSEAS CAPITAL COMPANY LIMITED
By: /s/ Tianqiao Chen
|
|
Name: Tianqiao Chen
|
|
Title: Director
|
|
|
|
|
|
Shanda Group USA Limited
By: /s/ Tianqiao Chen
|
|
Name: Tianqiao Chen
|
|
Title: Director
|
|
|
|
|
|
SHANDA ASSET MANAGEMENT HOLDINGS LIMITED
By: /s/ Tianqiao Chen
|
|
Name: Tianqiao Chen
|
|
Title: Director
|
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 11 of 12 Pages
|
SCHEDULE
A
DIRECTORS AND EXECUTIVE OFFICERS OF EACH
REPORTING PERSON (OTHER THAN MR. CHEN)
The name, business address, citizenship, present
principal occupation of each of the directors of each Reporting Person (other than Mr. Chen), are set forth in the tables below.
The business address of each director is located at 303 Twin Dolphin Drive, #6054, Redwood City, California 94065, United States. Each
occupation set forth opposite an individual’s name in the following tables refers to employment with Shanda Group. None
of the Reporting Persons has any executive officers.
SHANDA MEDIA LIMITED
Name and Citizenship
|
|
|
Present Principal Occupation
|
Director
|
|
|
|
Tianqiao Chen, PRC
|
|
|
Chairman and Chief Executive Officer
|
SHANDA GLOBAL INVESTMENT LIMITED
Name and Citizenship
|
|
Present Principal Occupation
|
Directors
|
|
|
Tianqiao Chen, PRC
|
|
Chairman and Chief Executive Officer
|
Chrissy Qian Qian Luo, Singapore
|
|
Vice Chairman
|
|
|
|
SHANDA TECHNOLOGY OVERSEAS CAPITAL COMPANY LIMITED
Name and Citizenship
|
|
Present Principal Occupation
|
Director
|
|
|
Tianqiao Chen, PRC
|
|
Chairman and Chief Executive Officer
|
|
|
|
SHANDA GROUP USA LIMITED
Name and Citizenship
|
|
Present Principal Occupation
|
Director
|
|
|
Tianqiao Chen, PRC
|
|
Chairman and Chief Executive Officer
|
|
|
|
SHANDA ASSET MANAGEMENT HOLDINGS LIMITED
Name and Citizenship
|
|
Present Principal Occupation
|
Director
|
|
|
Tianqiao Chen, PRC
|
|
Chairman and Chief Executive Officer
|
CUSIP No. 203668108
|
SCHEDULE 13D/A
|
Page 12 of 12 Pages
|
SCHEDULE B
Transactions in the Securities of
the Issuer Since the Filing of Amendment No. 4
Nature of Transaction
|
Amount of Securities (Sold)
|
Price Per Share($)
|
Date of Sale
|
SHANDA ASSET MANAGEMENT HOLDINGS LIMITED
|
Sale of Common Stock
|
(88,032)
|
9.0755
|
11/23/20
|
Sale of Common Stock
|
(4,500,000)
|
8.6601
|
11/23/20
|