Amended Statement of Ownership (sc 13g/a)
February 12 2014 - 6:22AM
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6) *
AirMedia
Group Inc.
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Title and Class of Securities)
009411109**
(CUSIP
Number)
December 31, 2013
(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 two 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
19,505,980 Ordinary Shares
1
. Wealthy
Environment Limited may also be deemed to have sole voting power with respect to 17,505,980 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
19,505,980 Ordinary Shares
1
. Wealthy
Environment Limited may also be deemed to have sole voting power with respect to 17,505,980 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
19,505,980 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)
16.1% (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) 16,105,980 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 Mr. Guo under the 2007 Share Incentive Plan of the Issuer. Such option will expire on July 2, 2017.
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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)
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
17,505,980 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
17,505,980 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
17,505,980 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)
14.7% (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) 16,105,980 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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SCHEDULE 13G
CUSIP No. 009411109
Item 1(a).
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Name of Issuer:
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AirMedia Group Inc. (the Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices:
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17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
Peoples Republic of China
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).
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.
Herman Man Guo-Peoples Republic of China
Wealthy Environment Limited-British Virgin Islands
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
009411109 **
**
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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 two Ordinary Shares.
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SCHEDULE 13G
CUSIP No. 009411109
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, 2013:
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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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19,505,980
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16.1
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%
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19,505,980
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0
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19,505,980
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0
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Wealthy Environment Limited
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17,505,980
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14.7
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%
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17,505,980
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0
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17,505,980
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0
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As of December 31, 2013, Wealthy Environment Limited held 17,505,980 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 option will expire in 2017.
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
SCHEDULE 13G
CUSIP No. 009411109
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 12, 2014
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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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SCHEDULE 13G
CUSIP No. 009411109
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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