- Amended Statement of Ownership (SC 13G/A)
February 14 2011 - 3:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS
FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 3) *
Air Media Group Inc.
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Title and Class of Securities)
G0135J109
(CUSIP Number)
December 31, 2010
(Date of Event which
Requires Filing of this Statement)
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)
*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
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
|
Herman Man Guo
|
|
|
|
|
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
|
|
People's Republic of China
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
32,396,980 Ordinary Shares
1
. Wealthy
Environment Limited may also be deemed to have sole voting power with
respect to 30,396,980 Ordinary Shares. (See Item 4)
|
|
|
6
|
SHARED VOTING POWER
|
|
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
32,396,980 Ordinary Shares
1
. Wealthy Environment Limited may also
be deemed to have sole voting power with respect to 30,396,980 Ordinary
Shares. (See Item 4)
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
32,396,980 Ordinary Shares.
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
24.56% (See Item 4)
|
|
|
1
2
|
TYPE
OF REPORTING PERSON
|
|
IN
|
|
|
_________________________
1
|
Includes (i) 29,156,980 Ordinary Shares of the issuer
held by Wealthy Environment Limited; (ii) 1,240,000 Ordinary Shares of the
issuer owned by Wealthy Environment Limited in the form of American
Depositary Shares; and (iii) an option to acquire
2,000,000 Ordinary Shares that was granted to Mr. Guo under the 2007 Share
Incentive Plan of the issuer on July 2, 2007, such option will expire on
July 2, 2017.
|
2
SCHEDULE 13G
1
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
|
Wealthy Environment Limited
|
|
|
|
|
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
|
|
British Virgin Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
30,396,980 Ordinary Shares
2
. Herman
Man Guo may also be deemed to have sole voting power with respect to the
above shares. (See Item 4)
|
|
|
6
|
SHARED VOTING POWER
|
|
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
30,396,980 Ordinary Shares
2
. Herman Man Guo may also be deemed to
have sole voting power with respect to the above shares. (See Item 4)
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
30,396,980 Ordinary Shares.
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
23.04% (See Item 4)
|
|
|
1
2
|
TYPE
OF REPORTING PERSON
|
|
CO
|
|
|
_________________________
2
|
Includes (i) 29,156,980 Ordinary Shares of the issuer
held by Wealthy Environment Limited; and (ii) 1,240,000 Ordinary Shares of
the issuer owned by Wealthy Environment Limited in the form of American
Depositary Shares.
|
3
SCHEDULE 13G
Item
1(a).
|
Name of Issuer:
|
|
|
|
Air Media Group Inc. (the "Issuer")
|
|
|
Item
1(b).
|
Address of Issuer's Principal Executive
Offices:
|
|
|
|
17/F, Sky Plaza
|
|
Mo. 46 Dongzhimenwai Street
|
|
Dongcheng District, Beijing 100027
|
|
People's Republic of China
|
|
|
Item
2(a).
|
Name of Person Filing:
|
|
|
|
This Schedule 13G/A is being filed on behalf of
Herman Man Guo and Wealthy Environment Limited (the "Reporting Persons").
|
|
|
Item
2(b).
|
Address of Principal Business Office or, if
None, Residence:
|
|
|
|
The address of the principal business office of
the Reporting Persons is 17/F. Sky Plaza. No. 46 Dongzhimenwai Street,
Dongcheng District, Beijing 100027, People's Republic of China.
|
|
|
Item
2(c).
|
Citizenship:
|
|
|
|
Herman Man Guo - Poeple's Republic of China
|
|
Wealthy Environment Limited - British Virgin
Islands
|
|
|
Item
2(d).
|
Title of Class of Securities:
|
|
|
|
Ordinary Shares, par value $ 0.001 per share (the
"Ordinary Share")
|
|
|
Item
2(e).
|
CUSIP Number:
|
|
|
|
G0135J109
|
|
|
Item
3.
|
Not applicable
|
4
SCHEDULE 13G
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,
2010:
Reporting
Person
|
Amount
beneficially owned
|
Percent of
class
|
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
|
Shares power
to dispose or to
direct the disposition of
|
Herman Man
Guo
|
32,396
,980
|
24.56%
|
32,396
,980
|
0
|
32,396
,980
|
0
|
Wealthy Environment Limited
|
30,396
,980
|
23.04
%
|
30,396
,980
|
0
|
30,396
,980
|
0
|
Wealthy Environment Limited is the record owner of 30,396,980 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. In addition, Mr. Guo has the
right to acquire 2,000,000 Ordinary Shares upon exercise of options granted
under the 2007 Share Incentive Plan of the issuer, and such options will expire
in 2017.
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.
|
|
|
|
Not applicable.
|
|
|
Item 8.
|
Identification and Classification of Members
of the Group.
|
|
|
|
Not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of a Group.
|
|
|
|
Not applicable
|
|
|
Item 10.
|
Certification.
|
|
|
|
Not applicable
|
5
SCHEDULE 13G
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.
Date: February 14, 2011
|
HERMAN MAN GUO
|
|
|
|
/s/ Herman Man Guo
|
|
|
|
|
|
WEALTHY ENVIRONMENT LIMITED
|
|
|
|
By:
/s/ Herman Man Guo
|
|
|
|
Herman Man Guo
|
|
Director
|
6
SCHEDULE 13G
LIST OF EXHIBITS
SCHEDULE 13G
CUSIP NO. G0135J 109
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned agree to
the joint filing on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the Ordinary Shares of AirMedia Group Inc. and further agree that this Joint Filing Agreement shall be
included as an exhibit to such joint filings.
The undersigned further agree that
each party hereto is responsible for the timely filing of such Schedule 13G and
any amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein; provided, however, that no party is
responsible for the completeness or accuracy of the information concerning any
other party making the filing, unless such party knows or has reason to believe
that such information is inaccurate.
IN WITNESS WHEREOF, the parties have
executed this Joint Filing Agreement on February 14, 2011.
Date: February 14, 2011
|
HERMAN MAN GUO
|
|
|
|
/s/ Herman Man Guo
|
|
|
|
|
|
WEALTHY ENVIRONMENT LIMITED
|
|
|
|
By:
/s/ Herman Man Guo
|
|
|
|
Herman Man Guo
|
|
Director
|
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