Airmedia Group Inc. - Statement of Ownership (SC 13G)
February 06 2008 - 6:34AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and
(d) and
Amendments Thereto Filed Pursuant to Rule 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.
)*
AirMedia
Group Inc.
Ordinary Shares
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(Title of Class of Securities)
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G0135J 109
December 31, 2007
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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 is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
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*
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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 disclosures provided in a prior cover page.
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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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CUSIP No. G0135J 109
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13G
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Page 2 of 6 Pages
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1
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Name of Reporting Person
Herman Man
Guo
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2
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Check the Appropriate Box if A Member of A Group
(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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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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5 Sole Voting Power
54,832,640 ordinary shares
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6 Shared Voting Power
0
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7 Sole Dispositive Power
54,832,640 ordinary shares
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
54,832,640 ordinary shares
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10
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Check 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
41.1%
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12
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Type of Reporting Person
IN
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CUSIP No. G0135J 109
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13G
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Page 3 of 6 Pages
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1
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Name of Reporting Person
Wealthy Environment Limited
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2
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Check the Appropriate Box if A Member of A Group
(a)
¨
(b)
x
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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
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 Sole Voting Power
54,832,640 ordinary shares
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6 Shared Voting Power
0
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7 Sole Dispositive Power
54,832,640 ordinary shares
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
54,832,640 ordinary shares
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10
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Check 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
41.1%
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12
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Type of Reporting Person
CO
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CUSIP No. G0135J 109
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13G
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Page 4 of 6 Pages
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Item 1
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(a).
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Name
o
f Issuer:
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AirMedia Group Inc.
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Item 1
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(b).
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Address
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f Issuer’s Principal Executive Offices:
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17/F, Sky Plaza
No. 46 Dongzhimenwai
Street
Dongcheng District, Beijing 100027
People’s
Republic of China
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Item 2
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(a).
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Name of Person Filing:
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Herman Man Guo
Wealthy Environment
Limited
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Item 2
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(b).
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Address of Principal Business Office or, if None, Residence:
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Herman Man Guo
AirMedia Group
Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
People’s Republic of
China
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Wealthy Environment Limited
c/o Herman
Man Guo
AirMedia Group Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
People’s Republic of China
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Item 2
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(c).
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Citizenship:
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Herman Man Guo – People’s Republic of China
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Wealthy Environment Limited – British Virgin Islands
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Item 2
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(d).
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Title of Class of Securities:
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Ordinary Shares
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Item 2
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(e).
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C
USIP
Number:
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G0135J 109
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Item 3.
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Not Applicable
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CUSIP No. G0135J 109
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13G
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Page 5 of 6 Pages
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Item 4.
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Ownership:
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The following information with respect to the ownership of the ordinary shares of the issuer by each of the reporting persons is provided as of December 31,
2007:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Sole power
to vote or
direct the
vote:
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Shared
power to
vote or to
direct
the
vote:
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Sole power to
dispose or to
direct
the
disposition
of:
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Shared power
to dispose or to
direct the
disposition of:
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Herman Man Guo
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54,832,640
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41.1
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%
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54,832,640
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0
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54,832,640
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0
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Wealthy Environment Limited
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54,832,640
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41.1
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%
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54,832,640
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0
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54,832,640
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0
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Wealthy Environment Limited, a British Virgin Islands company, is the record owner of 54,832,640 ordinary shares of the issuer. Wealthy Environment Limited is wholly owned by Mr.
Herman Man Guo. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Mr. Herman Man Guo may be deemed to beneficially own all of the shares held by Wealthy Environment Limited.
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Item 5.
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Ownership
o
f Five Percent
o
r
L
ess
o
f
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
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f Dissolution
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f Group:
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Not applicable
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Item 10.
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Certification:
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Not applicable
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CUSIP No. G0135J 109
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13G
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Page 6 of 6 Pages
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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 6, 2008
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Herman Man Guo
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/s/ Herman Man Guo
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Herman Man Guo
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Wealthy Environment Limited
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By:
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/s/ Herman Man Guo
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Name:
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Herman Man Guo
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Title:
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Director
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LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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Joint Filing Agreement
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Airmedia Grp. ADS, Each Representing Two Ordinary Shares (MM) (NASDAQ:AMCN)
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