Airmedia Group Inc. - Statement of Ownership (SC 13G)
February 06 2008 - 7:13AM
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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The remainder of this cover page shall be filled out for a reporting persons 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
Qing Xu
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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
Peoples 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
6,950,560 ordinary shares
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6 Shared Voting Power
0
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7 Sole Dispositive Power
6,950,560 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
6,950,560 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
5.2 %
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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
Mambo Fiesta
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
6,950,560 ordinary shares
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6 Shared Voting Power
0
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7 Sole Dispositive Power
6,950,560 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
6,950,560 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
5.2%
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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 of Issuer:
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AirMedia Group Inc.
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Item 1
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(b).
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Address
o
f Issuers Principal Executive Offices:
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17/F, Sky Plaza
No. 46 Dongzhimenwai
Street
Dongcheng District, Beijing 100027
Peoples
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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Qing Xu
Mambo Fiesta
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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Qing Xu
AirMedia Group Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
Peoples Republic of
China
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Mambo Fiesta Limited
c/o Qing
Xu
AirMedia Group Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
Peoples Republic of China
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Item 2
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(c).
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Citizenship:
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Qing Xu Peoples Republic of China
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Mambo Fiesta 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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CUSIP 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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Qing Xu
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6,950,560
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5.2
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%
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6,950,560
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0
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6,950,560
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0
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Mambo Fiesta Limited
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6,950,560
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5.2
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%
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6,950,560
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0
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6,950,560
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0
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Mambo Fiesta Limited, a British Virgin Islands company, is the record owner of 6,950,560 ordinary shares of the issuer. Mambo Fiesta Limited is wholly owned by Mr. Qing Xu.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), Mr. Qing Xu may be deemed to beneficially own all of the shares held by Mambo Fiesta Limited.
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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
o
f
M
ore
t
han Five Percent
o
n
B
ehalf
o
f Another Person:
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Not applicable
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Item 7.
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Identification
a
nd Classification
o
f
t
he Subsidiary
W
hich
A
cquired
t
he Security
B
eing
R
eported
o
n
b
y
t
he Parent Holding Company:
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Not applicable
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Item 8.
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Identification
a
nd Classification
o
f Members
o
f
t
he Group:
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Not applicable
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Item 9.
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Notice
o
f Dissolution
o
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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Qing Xu
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/s/ Qing Xu
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Qing Xu
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Mambo Fiesta Limited
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By:
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/s/ Qing Xu
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Name:
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Qing Xu
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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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