SCHEDULE
13D
CUSIP
No. 172406209
|
1
|
Name
of reporting persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bison
Entertainment Investment Limited
|
|
2
|
Check
the appropriate box if a member of a group*
(a) ☐ (b) ☐
|
|
3
|
SEC
use only
|
|
4
|
Source
of funds*
WC
|
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or place of organization
British
Virgin Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power
23,566,667
|
|
8
|
Shared
voting power
|
|
9
|
Sole
dispositive voting power
23,566,667
|
|
10
|
Shared
dispositive power
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
23,566,667
|
|
12
|
Check
box if the aggregate amount in row (11) excludes certain shares*
☐
|
|
13
|
Percent
of class represented by amount in row (11)
25.60%(1)
|
|
14
|
Type
of reporting person*
CO
|
|
(1)
|
Applicable
percentage of ownership is based on 92,059,404 shares of Class A Common Stock outstanding as of April 15, 2020 together with
all applicable options, warrants and other securities convertible into shares of our Class A Common Stock for such stockholder,
as reported by the Issuer in a current report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2020.
Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with
respect to shares. Shares of Class A Common Stock subject to options, warrants or other convertible securities exercisable
within 60 days after April 15, 2020 are deemed outstanding for computing the percentage ownership of the person holding such
options, warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other
person. Except as otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the
shares of Class A Common Stock shown.
|
SCHEDULE
13D
CUSIP
No. 172406209
|
1
|
Name
of reporting persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shangtai
Asset Management LP
|
|
2
|
Check
the appropriate box if a member of a group*
(a) ☐ (b) ☐
|
|
3
|
SEC
use only
|
|
4
|
Source
of funds*
OO
|
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or place of organization
Cayman
Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power
7,266,367
|
|
8
|
Shared
voting power
|
|
9
|
Sole
dispositive voting power
7,266,367
|
|
10
|
Shared
dispositive power
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
7,266,367
|
|
12
|
Check
box if the aggregate amount in row (11) excludes certain shares*
☐
|
|
13
|
Percent
of class represented by amount in row (11)
7.89%(1)
|
|
14
|
Type
of reporting person*
PN
|
SCHEDULE 13D
CUSIP
No. 172406209
|
1
|
Name
of reporting persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bison
Entertainment and Media Group
|
|
2
|
Check
the appropriate box if a member of a group*
(a) ☐ (b) ☐
|
|
3
|
SEC
use only
|
|
4
|
Source
of funds*
AF;
WC
|
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or place of organization
Cayman
Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power
24,966,667(2)
|
|
8
|
Shared
voting power
|
|
9
|
Sole
dispositive voting power
24,966,667(2)
|
|
10
|
Shared
dispositive power
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
24,966,667(2)
|
|
12
|
Check
box if the aggregate amount in row (11) excludes certain shares*
☐
|
|
13
|
Percent
of class represented by amount in row (11)
26.71%(1)
|
|
14
|
Type
of reporting person*
CO
|
|
(2)
|
Consists
of (i) 23,566,667 shares of Class A Common Stock of the Company held by Bison Entertainment Investment Limited, a wholly
owned subsidiary of Bison Entertainment and Media Group, which is wholly owned by Bison Capital Holding Company Limited; and
(ii) currently-exercisable warrants, held by Bison Entertainment and Media Group to acquire up to 1,400,000 shares of
Class A Common Stock, subject to certain anti-dilution adjustment.
|
SCHEDULE 13D
CUSIP
No. 172406209
|
1
|
Name
of reporting persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Huatai
Investment LP
|
|
2
|
Check
the appropriate box if a member of a group*
(a) ☐ (b) ☐
|
|
3
|
SEC
use only
|
|
4
|
Source
of funds*
OO
|
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or place of organization
Cayman
Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power
4,793,546
|
|
8
|
Shared
voting power
|
|
9
|
Sole
dispositive voting power
4,793,546
|
|
10
|
Shared
dispositive power
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
4,793,546
|
|
12
|
Check
box if the aggregate amount in row (11) excludes certain shares*
☐
|
|
13
|
Percent
of class represented by amount in row (11)
5.21%(1)
|
|
14
|
Type
of reporting person*
PN
|
SCHEDULE 13D
CUSIP
No. 172406209
|
1
|
Name
of reporting persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bison
Capital Holding Company Limited
|
|
2
|
Check
the appropriate box if a member of a group*
(a) ☐ (b) ☐
|
|
3
|
SEC
use only
|
|
4
|
Source
of funds*
AF
|
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or place of organization
Cayman
Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power
24,966,667(2)
|
|
8
|
Shared
voting power
|
|
9
|
Sole
dispositive voting power
24,966,667(2)
|
|
10
|
Shared
dispositive power
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
24,966,667(2)
|
|
12
|
Check
box if the aggregate amount in row (11) excludes certain shares*
☐
|
|
13
|
Percent
of class represented by amount in row (11)
26.71%(1)
|
|
14
|
Type
of reporting person*
CO
|
SCHEDULE 13D
CUSIP
No. 172406209
|
1
|
Name
of reporting persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MingTai
Investment LP
|
|
2
|
Check
the appropriate box if a member of a group*
(a) ☐ (b) ☐
|
|
3
|
SEC
use only
|
|
4
|
Source
of funds*
OO
|
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or place of organization
Cayman
Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power
9,005,772
(3)
|
|
8
|
Shared
voting power
|
|
9
|
Sole
dispositive voting power
9,005,772(3)
|
|
10
|
Shared
dispositive power
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
9,005,772(3)
|
|
12
|
Check
box if the aggregate amount in row (11) excludes certain shares*
☐
|
|
13
|
Percent
of class represented by amount in row (11)
9.44%(1)
|
|
14
|
Type
of reporting person*
PN
|
|
(3)
|
Including
(1) 3,333,333 shares of Class A Common Stock underlying a note (as amended) issued to MingTai Investment LP, in
the principal amount of $5,000,000 dated October 9, 2018, convertible at $1.50 per share with a maturity date of October 9,
2020, and (2) 5,672,439 shares of Class A Common Stock acquired pursuant to a stock purchase agreement (the “April Stock
Purchase Agreement”) among the Issuer and certain investors dated April 10, 2020
|
SCHEDULE 13D
CUSIP
No. 172406209
|
1
|
Name
of reporting persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bison
Global Investment SPC
|
|
2
|
Check
the appropriate box if a member of a group*
(a) ☐ (b) ☐
|
|
3
|
SEC
use only
|
|
4
|
Source
of funds*
OO
|
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or place of organization
Cayman
Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power
14,890,781(4)
|
|
8
|
Shared
voting power
|
|
9
|
Sole
dispositive voting power
14,890,781(4)
|
|
10
|
Shared
dispositive power
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
14,890,781(4)
|
|
12
|
Check
box if the aggregate amount in row (11) excludes certain shares*
☐
|
|
13
|
Percent
of class represented by amount in row (11)
15.08%(1)
|
|
14
|
Type
of reporting person*
PN
|
|
(4)
|
Including
(1) 6,666,667 shares of Class A Common Stock underlying a note (as amended) issued to Bison Global Investment SPC for and
on behalf of Global Investment SPC-Bison Global No. 1, in the principal amount of $10,000,000 dated July 12 2019, convertible
at $1.50 per share and due on March 4, 2021 and (2) 8,224,114 shares of Class A Common Stock acquired by Global Investment
SPC-Bison Global No. 1 pursuant to the April Stock Purchase Agreement
|
SCHEDULE 13D
CUSIP
No. 172406209
|
1
|
Name
of reporting persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fengyun
Jiang
|
|
2
|
Check
the appropriate box if a member of a group*
(a) ☐ (b) ☐
|
|
3
|
SEC
use only
|
|
4
|
Source
of funds*
AF
|
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or place of organization
Hong
Kong
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power
|
|
8
|
Shared
voting power
24,966,667(2)
(5)
|
|
9
|
Sole
dispositive voting power
|
|
10
|
Shared
dispositive power
24,966,667(2)(5)
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
24,966,667(2)(5)
|
|
12
|
Check
box if the aggregate amount in row (11) excludes certain shares*
☐
|
|
13
|
Percent
of class represented by amount in row (11)
26.71%(1)
|
|
14
|
Type
of reporting person*
IN
|
|
(5)
|
Ms. Fengyun
Jiang is the 100% shareholder of Bison Capital Holding Company Limited and spouse of Mr. Peixin Xu.
|
SCHEDULE 13D
CUSIP
No. 172406209
|
1
|
Name
of reporting persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peixin
Xu
|
|
2
|
Check
the appropriate box if a member of a group*
(a) ☐ (b) ☐
|
|
3
|
SEC
use only
|
|
4
|
Source
of funds*
AF,
OO
|
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or place of organization
P.R.
China
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power
74,712(6)
|
|
8
|
Shared
voting power
64,821,748
(7)
|
|
9
|
Sole
dispositive voting power
74,712(6)
|
|
10
|
Shared
dispositive power
64,821,748(7)
|
|
11
|
Aggregate
amount beneficially owned by each reporting person
64,896,460(6)(7)
|
|
12
|
Check
box if the aggregate amount in row (11) excludes certain shares*
☐
|
|
13
|
Percent
of class represented by amount in row (11)
62.73%(1)
|
|
14
|
Type
of reporting person*
IN
|
|
(6)
|
Representing
shares issued as part of the annual retainer for board service by Mr. Peixin Xu .
|
|
(7)
|
Including
(i) 23,566,667 shares of Class A common stock owned by Bison Entertainment Investment Limited (“BEIL”), (ii)
1,400,000 shares of Class A common stock subject to issuance upon exercise of currently exercisable warrants owned by
Bison Entertainment and Media Group (“BEMG”); (iii) 8,224,114 shares, and 6,666,667 shares of Class A common
stock subject to issuance upon conversion of a currently convertible note, held by Bison Global; (iv) 5,672,439 shares,
and 3,333,333 shares of Class A common stock subject to issuance upon conversion of a currently convertible note, held
by MingTai; (v) 4,793,546 shares of Class A common stock held by Huatai, (vi) 7,266,367 shares of Class A common stock
held by Shangtai, and (vii) 3,898,615 shares of Class A common stock held by Antai Investment LP, a Cayman Islands registered
limited partnership, and the manager of its general partner is controlled by Mr. Peixin Xu, who acquired the shares pursuant
to the April Stock Purchase Agreement.
|
SCHEDULE 13D
CUSIP
No. 172406209
This
statement constitutes Amendment No. 3 to the Schedule 13D relating to the Class A Common Stock, par value $0.001 (the
“Shares”), issued by Cinedigm Corp. (the “Company” or the “Issuer”),
and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on November 9, 2017, amended on January
5, 2018 and April 23, 2020 (collectively, the “Schedule 13D”). All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each
Item of the Schedule 13D remains unchanged.
Item 1.
Security and Issuer.
No
change.
Item 2.
Identity and Background.
(a)
The second paragraph of Item 2(a) of the Schedule 13D is amended and restated in its entirety to read as follows:
(b)
Bison
Entertainment Investment Limited (“BEI”) is a wholly-owned subsidiary of Bison Entertainment and Media Group
(“BEMG”), which is wholly owned by Bison Capital Holding Company Limited (“Bison Capital”).
Ms. Jiang is the shareholder of 100% ownership of Bison Capital and also spouse of Mr. Xu and therefore beneficially
holds the Issuer’s outstanding common stock through Bison Capital’s ownership of BEIL. Mr. Xu, being Ms. Jiang’s
husband indirectly beneficially holds the Issuer’s outstanding common stock as set forth in this Schedule 13D.
MingTai
Investment LP(“MingTai”) is a limited partnership incorporated under the Cayman Islands law. It is indirectly
managed by a subsidiary of Bison Finance Group Limited (“BFGL”), which is a Hong Kong listed company and controlled
by Mr. Peixin Xu.
Bison
Global Investment SPC for and on behalf of Global Investment SPC-Bison Global No. 1 (“Bison Global”) is a segregated
portfolio company incorporated under the Cayman Islands law. BFGL’s subsidiary acts as manager of Bison Global.
Shangtai
Asset Management LP (“Shangtai”) is a limited partnership incorporated under the Cayman Islands law. It is
indirectly managed by a subsidiary of BFGL.
Huatai
Investment LP (“Huatai”) is a limited partnership incorporated under the Cayman Islands law. It is indirectly
managed by a subsidiary of BFGL.
(b)
The address of the principal business and principal office of each of BEI and BEMG is Unit 1501-2 15F Sino Plaza, 255 Gloucester
Road, Causeway Bay, Hong Kong. The address of the principal business and principal office of Bison Capital is 609-610 21st
Century Tower, No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, 100016. The residential address of Mr. Xu
and Ms. Jiang is Flat 302, Unit 2, Building 11, Qinshuiyuan, Tianxiu Garden, Haidian District, Beijing, China, 100016. The
address of the principal business and principal office of each of Bison Global, Shangtai and Huatai is 609-610 21st Century Tower,
No. 40 Liangmaqiao Road, Chaoyang District, Beijing, China, 100016.
(c)
Bison Capital is an alternative investment firm, focusing on investment opportunities in the media and entertainment, financial
service and healthcare industries. Bison Capital generally invests in the media and entertainment sectors through its wholly owned
subsidiary, BEMG. BEI is a special purpose vehicle created for the investment in the Issuer. Each of Bison Global, Shangtai and
Huatai is a limited partnership registered in the Cayman Islands as a segregated portfolio company and managed by BFGL for the
investment purpose. Mr. Xu is a director of BEI, BEMG, Bison Capital, and the Issuer.
SCHEDULE 13D
CUSIP
No. 172406209
(d)
During the past five years, none of the Reporting Persons (or to the knowledge of the Reporting Persons) and the persons listed
on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the past five years, none of the Reporting Persons (or to the knowledge of the Reporting Persons) and the persons listed
on Schedule A attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws.
(f)
BEI is a British Virgin Islands company. Each of BEMG, Bison Capital, Bison Global, Shangtai and Huatai is incorporated under
Cayman Islands law. Mr. Xu is a citizen of P.R. China. Ms. Jiang is a citizen of Hong Kong.
Item 3.
Source and Amount of Funds or Other Consideration.
Item
3 of the Schedule 13D is amended to include the following at the end of that Section:
On
October 8, 2018, the Company issued a subordinated convertible note (the “MingTai Note”) to MingTai pursuant
to which the Company borrowed from MingTai $5,000,000. The MingTai Note has a term of one year from issuance, with two one-year
extensions available at the option of the Company, and bears interest at 8% per annum. The principal is payable upon maturity,
in cash or in shares of the Company’s Common Stock at the Company’s election. The MingTai Note is convertible, in
whole or in part from time to time, into shares of Common Stock at the MingTai’s election or at the Company’s election
at $1.50 per share, subject to adjustment as set forth in the MingTai Note. On October 9, 2019, the Company exercised its option
to extend for an additional year. The new maturity date of the Convertible Note is October 8, 2020.
On
July 9, 2019, the Company entered into a common stock purchase agreement with BEMG (the “First SPA”), pursuant
to which the Company sold and issued to BEMG a total of 2,000,000 shares of Common Stock, for an aggregate purchase price in cash
of $3,000,000 priced at $1.50 per share. The shares are subject to certain transfer restrictions. The source of the purchase was
the working capital of BEMG.
On
July 12, 2019, the Company and Bison Global, entered into a termination agreement (the “Termination Agreement”)
with respect to the term loan agreement dated as of July 20, 2018 between them, pursuant to which the Company had borrowed from
Bison Global $10.0 million (the “2018 Loan”). Pursuant to the Termination Agreement, an amount equal to the
outstanding principal amount was converted into a convertible note, and as such, the 2018 Loan Agreement was terminated. No early
payment penalties were incurred.
On
July 12, 2019, the Company issued a subordinated convertible note (the “Bison Note”) to Bison Global pursuant
to which the Company borrowed from Bison Global $10.0 million. The Bison Note has a term ending on March 4, 2020, and bears interest
at 5% per annum. The principal is payable upon maturity, in cash or in shares of Common Stock at the Company’s election.
The Bison Note is convertible, in whole or in part from time to time, into shares of Common Stock at the holder’s election
or at the Company’s election at $1.50 per share, subject to adjustment set forth in the Bison Note. The proceeds of the
Bison Note were used to repay the 2018 Loan.
On
August 2, 2019, the Company entered into a common stock purchase agreement (the “Second SPA”) with BEMG, pursuant
to which the Company sold and issued to BEMG a total of 1,900,000 shares of Common Stock, for an aggregate purchase price in cash
of $2,850,000 priced at $1.50 per share. The shares are subject to certain transfer restrictions. The source of the purchase was
the working capital of BEMG.
On
October 24, 2019, BEMG and BEI entered into a share transfer agreement (the “Share Transfer Agreement”), pursuant
to which BEMG agreed to transfer 3,900,000 shares of Common Stock acquired pursuant to the First SPA and Second SPA to BEI without
consideration.
On
April 10, 2020, the Company entered into a stock purchase agreement (the “April Stock Purchase Agreement”)
with five (5) shareholders of Starrise—Bison Global, Huatai, Antai Investment LP, Mingtai and Shangtai, to buy an aggregate
of 223,380,000 outstanding Starrise ordinary shares from them and for the Company to issue to them an aggregate of 29,855,081
shares of its Class A common stock in consideration therefor (the “April Share Acquisition”). The April Stock
Purchase Agreement contains certain conditions to closing, including that the Company obtain approval of its stockholders, applicable
lenders, and regulatory authorities, as applicable, and representations and warranties and covenants as are customary for transactions
of this type. On April 15, 2020, the April Share Acquisition was consummated.
On
April 15, 2020, the Company executed a letter amendment (the “Letter Amendment”) to the Bison Note. Among other
things, the Letter Amendment amended the Bison Note, effective as of March 4, 2020, to change the maturity date of the note to
March 4, 2021.
SCHEDULE 13D
CUSIP
No. 172406209
Item 4.
Purpose of Transaction.
Item
4 of the Schedule 13D is amended to incorporate by reference the information regarding the April Stock Purchase Agreement, the
Letter Amendment and the extension of Mingtai Note as set forth in Item 3 above. Other than as described in this Schedule 13D,
the Reporting Persons do not have any current plans or proposals that relate to or that would result in any of the transactions
or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may,
at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.
Item 5.
Interest in Securities of the Issuer.
(a)
Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
Applicable
percentage of ownership is based on 92,059,404 shares of Class A Common Stock outstanding as of April 15, 2020 together with all
applicable options, warrants and other securities convertible into shares of our Class A Common Stock for such stockholder, as
reported by the Issuer in a current report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2020. Beneficial
ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares.
Shares of Class A Common Stock subject to options, warrants or other convertible securities exercisable within 60 days after April
15, 2020 are deemed outstanding for computing the percentage ownership of the person holding such options, warrants or other convertible
securities, but are not deemed outstanding for computing the percentage of any other person. Except as otherwise noted, the named
beneficial owner has the sole voting and investment power with respect to the shares of Class A Common Stock shown.
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|
(i)
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BEI
owns or may be deemed to beneficially own 23,566,667 shares of Class A Common Stock,
representing approximately 25.60% of the issued and outstanding common stock of the Company.
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(ii)
|
Shangtai
owns or may be deemed to beneficially own 7,266,367 shares of Class A Common Stock,
representing approximately 7.89% of the issued and outstanding common stock of the Company.
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|
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(iii)
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Each
of BEMG, Bison Capital and Ms. Fengyun Jiang owns or may be deemed to beneficially own
24,966,667 shares of Class A Common Stock, representing approximately 26.71% of
the issued and outstanding common stock of the Company.
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|
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(iv)
|
Huatai
owns or may be deemed to beneficially own 4,793,546 shares of Class A Common Stock,
representing approximately 5.21% of the issued and outstanding common stock of the Company.
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(v)
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Mingtai
owns or may be deemed to beneficially own 9,005,772 shares of Class A Common Stock,
representing approximately 9.44% of the issued and outstanding common stock of the Company.
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(vi)
|
Bison
Global owns or may be deemed to beneficially own 14,890,781 shares of Class A Common
Stock, representing approximately 15.08% of the issued and outstanding common stock of
the Company.
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|
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(vii)
|
Mr.
Peixin Xu owns or may be deemed to beneficially own 64,821,747 shares of Class A
Common Stock, representing approximately 62.73% of the issued and outstanding common
stock of the Company.
|
(b) Item
5(b) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
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|
(i)
|
BEI
has sole power to vote or to direct the vote and the sole power to dispose or direct
the disposition of 23,566,667 shares of Class A Common Stock.
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|
|
(ii)
|
Shangtai
has sole power to vote or to direct the vote and the sole power to dispose or direct
the disposition of 7,2667,367 shares of Class A Common Stock.
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|
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(iii)
|
Each
of BEMG and Bison Capital has the sole power to vote or to direct the vote and sole power
to vote or to direct the vote and the sole power to dispose or direct the disposition
of 24,966,667 shares of Class A Common Stock beneficially owned by each of them.
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SCHEDULE 13D
CUSIP
No. 172406209
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(iv)
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Ms. Fengyun
Jiang, as the designated holder of such shares by Mr. Peixin Xu, has shared power
with Mr. Xu to vote or to direct the vote and shared power with Mr. Xu to dispose
or direct the disposition of 24,966,667 shares of Class A Common Stock beneficially
owned by him.
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|
|
(v)
|
Huatai
has sole power to vote or to direct the vote and the sole power to dispose or direct
the disposition of 4,793,546 shares of Class A Common Stock.
|
|
|
(vi)
|
Mingtai
has sole power to vote or to direct the vote and the sole power to dispose or direct
the disposition of 9,005,772 shares of Class A Common Stock.
|
|
|
(vii)
|
Bison
Global has sole power to vote or to direct the vote and the sole power to dispose or
direct the disposition of 14,890,781 shares of Class A Common Stock.
|
|
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(viii)
|
Mr.
Peixin Xu, as the spouse of Ms. Jiang, has shared with Ms. Xu to vote or to direct the
vote and shared power with Ms. Jiang to dispose or director the disposition of 24,966,667
shares of Class A Common Stock, Mr. Xu, as the controlling shareholder of BFGL,
which owns 100% equity interest of each of MingTai, Bison Global, Huatai, Antai Investment
LP and Shangtai, is deemed to have shared voting and disposition rights of 64,821,748
shares of Class A Common Stock in aggregate. Mr. Peixin has sole power to vote or to
direct the vote and the sole power to dispose or direct the disposition of 74,712 shares
of Class A Common Stock beneficially owned by him.
|
(c)
Other than as described herein, none of the Reporting Persons has effected any transaction
in Class A Common Stock during the 60 days preceding the date of this Statement.
(d)
Not applicable.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item
6 of the Schedule 13D is hereby amended by adding the following to the end of the section:
The
Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule and any Schedules hereto. A copy
of such agreement is attached as Exhibit 99.15 and is incorporated by reference herein.
To
the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships among the
persons named in Item 2 with respect to any securities of the Company, except as described herein.
SCHEDULE 13D
CUSIP
No. 172406209
Item 7.
Materials to be Filed as Exhibits.
Item
7 of the Schedule 13D is hereby amended by adding the following to the end of the section:
Exhibit
No.
|
|
Description
|
|
99.7
|
|
MingTai Note dated as of October 9, 2018 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 12, 2018)
|
|
99.8
|
|
Stock Purchase Agreement dated as of July 9, 2019 between Cinedigm Corp. and Bison Entertainment and Media Group (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 15, 2019).
|
|
99.9
|
|
Bison Note dated as of July 12, 2019 ((incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 15, 2019)
|
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99.10
|
|
Loan Termination Agreement dated as of July 12, 2019 between Cinedigm Corp. and Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison Global No. 1. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 15, 2019)
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|
99.11
|
|
Stock Purchase Agreement dated as of August 2, 2019 between Cinedigm Corp. and Bison Entertainment and Media Group (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 9, 2019).
|
|
99.12*
|
|
Share Transfer Agreement, dated as of August 24, 2019, by and between the Bison Entertainment and Media Group and Bison Entertainment Investment Limited.
|
|
99.13
|
|
Stock Purchase Agreement dated as of April 10, 2020 among Cinedigam Corp., Bison Global Investment SPC - Bison Global No. 1 SP, Huatai Investment LP, Antai Investment LP, Mingtai Investment LP and Shangtai Asset Management LP. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 16, 2020)
|
|
99.14
|
|
Letter Amendment dated April 15, 2020 by and between Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison Global No. 1 SP and Cinedigm Corp. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 16, 2020)
|
|
99.15
|
|
Joint Filing Agreement dated May 20, 2020.
|
SCHEDULE 13D
CUSIP
No. 172406209
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is
true, complete and correct.
Date:
May 20, 2020
|
Bison Entertainment Investment Limited
|
|
Bison Entertainment and Media Group
|
|
|
|
|
|
By:
|
/s/
Peixin Xu
|
|
By:
|
/s/
Peixin Xu
|
|
Name:
|
Peixin Xu
|
|
Name:
|
Peixin Xu
|
|
Title:
|
President and Director
|
|
Title:
|
Director
|
|
|
|
|
|
Bison Capital Holding Company Limited
|
|
MingTai Investment LP
|
|
|
|
|
|
By:
|
/s/
Peixin Xu
|
|
By:
|
/s/
Yu-An Chen
|
|
Name:
|
Peixin Xu
|
|
Name:
|
Yu-An Chen
|
|
Title:
|
Director
|
|
Title:
|
Director
|
|
|
|
|
|
Bison Global Investment SPC
|
|
|
|
|
|
|
|
By:
|
/s/
Yu-An Chen
|
|
/s/
Peixin Xu
|
|
Name:
|
Yu-An Chen
|
|
Peixin Xu
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
/s/
Fengyun Jiang
|
|
|
|
Fengyun Jiang*
|
|
|
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|
|
Huatai Investment LP
|
|
Shangtai Assset Management LP
|
|
|
|
|
|
By:
|
/s/ Yu-An Chen
|
|
By:
|
/s/ Yu-An Chen
|
|
Name:
|
Yu-An Chen
|
|
Name:
|
Yu-An Chen
|
|
Title:
|
Director
|
|
Title:
|
Director
|
|
*
|
The
Reporting Person disclaims beneficial ownership of the Class A Common Stock except to the extent of her pecuniary interest
therein.
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16