Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* 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 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).
SCHEDULE 13G
1
|
Names of Reporting Person
|
James Jian Liu
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ¨
(b) ¨
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
China
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
58,709,162 ordinary shares(1)
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
58,709,162 ordinary shares(1)
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
58,709,162 ordinary shares(1)
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
11
|
Percent of class represented by amount in row (9)
|
5.3%(2)
|
12
|
Type of Reporting Person (See Instructions)
|
IN
|
(1) Representing
(i) 31,365,092 Class A ordinary shares, (ii) 24,149,925 Class A ordinary shares issuable upon exercise of options
within 60 days of December 31, 2020 and (iii) 3,194,145 Class A ordinary shares issuable upon exercise of restricted
share units within 60 days of December 31, 2020.
(2) Based
on 1,074,832,563 ordinary shares (being the sum of 769,444,113 Class A ordinary shares and 305,388,450 Class B ordinary
shares) outstanding as of December 31, 2020 and assuming (i) all Class B ordinary shares are converted into the
same number of Class A ordinary shares and (ii) all options and restricted share units exercisable within 60 days of
December 31, 2020 are exercised. Each Class B ordinary share is convertible into one Class A ordinary share at the
option of the holder thereof at any time. Holders of Class A ordinary shares and Class B ordinary shares have the same
rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas each Class B
ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof.
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
|
ITEM 1(a).
|
NAME OF ISSUER:
|
Renren
Inc.
|
ITEM 1(b).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
4/F, Tower D, Building 15
No.5 Jiangtai Road
Chaoyang District, Beijing 100015
People’s Republic of China
|
ITEM 2(a).
|
NAME OF PERSON FILING:
|
James Jian Liu
|
ITEM 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
James Jian Liu
4/F, Tower D, Building 15
No.5 Jiangtai Road
Chaoyang District, Beijing 100015
People’s Republic of China
China
|
ITEM 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
Class A ordinary shares, par
value US$0.001 per share, of the Issuer.
The
Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary
share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted to
shareholders for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary
shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under
any circumstances.
759892300
This
CUSIP number applies to the American depositary shares of the Issuer, each representing 45 Class A ordinary shares
of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.
|
ITEM 3.
|
If this statement is filed pursuant
to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
Not Applicable
|
The following information with respect
to the ownership of the ordinary shares of the issuer by the reporting person is provided as of December 31, 2020. The table
below is prepared based on 769,444,113 Class A ordinary shares and 305,388,450 Class B ordinary shares outstanding at
December 31, 2020:
Reporting
Person
|
|
Amount
beneficially
owned:
|
|
|
Percent
of
class(1):
|
|
|
Percent
of
aggregate
voting
power(2):
|
|
|
Sole
power to
vote or direct
the vote:
|
|
|
Shared
power
to vote or to
direct the
vote:
|
|
|
Sole
power to
dispose or to
direct the
disposition of:
|
|
|
Shared
power
to dispose or
to direct the
disposition of:
|
|
James Jian
Liu
|
|
|
58,709,162
|
(3)
|
|
|
5.3
|
%
|
|
|
1.5
|
%
|
|
|
58,709,162
|
|
|
|
0
|
|
|
|
58,709,162
|
|
|
|
0
|
|
(1) The
percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,074,832,563 ordinary shares
(being the sum of 769,444,113 Class A ordinary shares and 305,388,450 Class B ordinary shares) of the Issuer as a single
class outstanding as of December 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof
into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary
shares under any circumstances. The Class B ordinary shares are treated as converted into Class A ordinary shares only
for the purpose of calculating the percentage ownership of the Reporting Person.
(2) The
percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting
power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class A
ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted
to them for vote.
(3) Representing
(i) 31,365,092 Class A ordinary shares, (ii) 24,149,925 Class A ordinary shares issuable upon exercise of options
within 60 days of December 31, 2020 and (iii) 3,194,145 Class A ordinary shares issuable upon exercise of vested
restricted share units within 60 days of December 31, 2020.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
Not applicable
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
Not applicable
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
|
Not applicable
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
Not applicable
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
Not applicable
Not applicable
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 9, 2021
|
By:
|
/s/ James Jian Liu
|
|
Name:
|
James Jian Liu
|