Amended Statement of Ownership (sc 13g/a)
February 05 2013 - 6:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(Amendment No. 5)*
AirMedia
Group Inc.
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Title and Class of Securities)
009411109**
(CUSIP Number)
December 31, 2012
(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)
*
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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 the disclosures provided in a prior cover page.
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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).
**
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There is no CUSIP number assigned to the Ordinary Shares (as defined below) of the Issuer (as defined below). CUSIP number 009411109 has been assigned to the
American Depositary Shares of the Issuer, which are quoted on The NASDAQ Global Select Market under the symbol AMCN. Each American Depositary Share represents 2 Ordinary Shares.
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Herman Man
Guo
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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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
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SOLE VOTING POWER
30,291,980 Ordinary Shares
1
. Wealthy Environment Limited may also be deemed to have sole voting power with respect to 28,291,980 Ordinary Shares.
(See Item 4)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
30,291,980 Ordinary Shares
1
. Wealthy Environment Limited may also be deemed to have sole voting power with respect to 28,291,980 Ordinary Shares.
(See Item 4)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,291,980 Ordinary Shares.
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
24.2% (See Item 4)
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12
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TYPE OF REPORTING
PERSON
IN
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1
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Includes (i) 26,891,980 Ordinary Shares of the Issuer held by Wealthy Environment Limited, (ii) 1,400,000 Ordinary Shares of the Issuer represented by
American Depositary Shares held by Wealthy Environment Limited; and (iii) an option to acquire 2,000,000 Ordinary Shares held by Wealthy Environment Limited on behalf of Mr. Guo under the 2007 Share Incentive Plan of the Issuer. Such option will
expire on July 2, 2017.
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2
SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Wealthy
Environment Limited
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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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
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SOLE VOTING POWER
28,291,980 Ordinary Shares
2
. Herman Man Guo may also be deemed to have sole voting power with respect to the above shares. (See Item
4)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
28,291,980 Ordinary Shares
2
. Herman Man Guo may also be deemed to have sole voting power with respect to the above shares. (See Item
4)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,291,980 Ordinary Shares.
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
22.6% (See Item 4)
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12
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TYPE OF REPORTING PERSON
CO
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2
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Includes (i) 26,891,890 Ordinary Shares of the Issuer held by Wealthy Environment Limited, and (ii) 1,400,000 Ordinary Shares of the Issuer represented
by American Depositary Shares held by Wealthy Environment Limited.
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3
SCHEDULE 13G
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Item 1(a).
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Name of Issuer:
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AirMedia Group Inc. (the Issuer)
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Item 1(b).
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Address of Issuers Principal Executive Offices:
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17/F, Sky Plaza
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No. 46 Dongzhimenwai Street
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Dongcheng District, Beijing 100027
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Peoples Republic of China
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Item 2(a).
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Name of Person Filing:
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This Schedule 13G/A is being filed on behalf of Herman Man Guo and Wealthy Environment Limited (the Reporting Persons).
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of the Reporting Persons is 17/F. Sky Plaza. No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, Peoples Republic of
China.
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Item 2(c).
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Citizenship:
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Herman Man GuoPeoples Republic of China
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Wealthy Environment LimitedBritish Virgin Islands
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Item 2(d).
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Title of Class of Securities:
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Ordinary Shares, par value $ 0.001 per share (the Ordinary Shares)
American Depositary Shares, each representing two Ordinary
Shares
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Item 2(e).
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CUSIP Number:
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009411109**
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Item 3.
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Not applicable
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**
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There is no CUSIP number assigned to the Ordinary Shares of the Issuer. CUSIP number 009411109 has been assigned to the American Depositary Shares of the Issuer,
which are quoted on The NASDAQ Global Select Market under the symbol AMCN. Each American Depositary Share represents 2 Ordinary Shares.
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4
SCHEDULE 13G
The following information with respect to the ownership of the Ordinary Shares of the Issuer, including Ordinary
Shares represented by American Depositary Shares, by each of the Reporting Persons, is provided as of December 31, 2012:
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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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Shares power to
dispose or to
direct the disposition
of
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Herman Man Guo
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30,291,980
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24.2
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%
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30,291,980
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0
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30,291,980
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0
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Wealthy Environment Limited
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28,291,980
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22.6
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%
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28,291,980
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0
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28,291,980
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0
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As of December 31, 2012, Wealthy Environment Limited held 28,291,980 Ordinary Shares of the Issuer, including
1,400,000 Ordinary Shares represented by American Depositary Shares. Wealthy Environment Limited is wholly owned by Mr. Guo. Pursuant to Section 13(d) of the Act, Mr. 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, which expire in 2017.
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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 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 or Control Person.
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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 of Dissolution of Group.
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Not applicable.
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Item 10.
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Certifications.
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Not applicable.
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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.
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Date: February 5, 2013
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HERMAN MAN GUO
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/s/ 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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Herman Man Guo
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Director
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6
SCHEDULE 13G
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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