UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.
1
) *
|
eLong,
Inc.
|
|
(Name
of Issuer)
|
|
American
Depositary Shares, each representing two ordinary shares,
par
value $0.01 per ordinary share
|
|
(Title
of Class of Securities)
|
|
290138205
|
|
(Cusip
Number)
|
|
December
31, 2009
|
|
(Date
of Event which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
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).
(Continued on
following pages)
13G
|
1
|
NAMES
OF REPORTING PERSONS
CRCM
Institutional Master Fund (BVI), Limited
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF
ADSS
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
558,392
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
558,392
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,392
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
ADSS (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
CRCM
LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
ADSS
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
558,392
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
558,392
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,392
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
ADSS (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IA,
PN
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
CRCM
LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
ADSS
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
558,392
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
558,392
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,392
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
ADSS (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
ChinaRock
Capital Management Limited
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Hong
Kong, China
|
|
NUMBER
OF
ADSS
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
558,392
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
558,392
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,392
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
ADSS (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13G
|
1
|
NAMES
OF REPORTING PERSONS
Chun
R. Ding
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
ADSS
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
558,392
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8
|
SHARED
DISPOSITIVE POWER
558,392
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,392
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
ADSS (See
Instructions)
[ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
This Amendment No. 1 to Schedule 13G amends and restates in its entirety the
Schedule 13G initially filed on December 11, 2009 (together with all prior and
current amendments thereto, this “Schedule 13G”).
Item
1.
Issuer
(a)
Name of
Issuer
:
eLong, Inc. (the “Company”)
(b)
Address of Issuer’s
Principal Executive Offices
:
Xingke Plaza Building, Tower B, Third Floor, 10 Middle Jiuxianqiao
Road,
Chaoyang District, Beijing 100016, People’s Republic of China
Item
2.
Identity and
Background
Title of
Class of Securities and CUSIP Number (Items 2(d) and (e)
)
This
statement relates to American Depository Shares, each representing two ordinary
shares, par value $0.01 per ordinary share (the “ADSs”), of
the
Company. The CUSIP number of the ADSs is 290138205.
Name of Persons Filing, Address of Principal
Business Office and Citizenship (Items 2(a), (b) and
(c))
This
statement is filed by the entities and persons listed below, all of whom
together are referred to herein as the “Reporting Persons.”
|
|
(i)
|
CRCM
Institutional Master Fund (BVI), Limited, a British Virgin Islands limited
company (the “Fund”), with respect to the ADSs held by
it;
|
|
|
(ii)
|
CRCM
LP, a Delaware limited partnership and the investment manager of the Fund
(the “Investment Manager”), with respect to the ADSs held by the
Fund;
|
|
|
(iii)
|
CRCM
LLC, a Delaware limited liability company and the general partner of the
Investment Manager (the “General Partner”), with respect to the ADSs held
by the Fund;
|
|
|
(iv)
|
ChinaRock
Capital Management Limited, a Hong Kong company limited by shares and the
sub-investment adviser to the Investment Manager (the “Sub-Investment
Adviser”), with respect to the ADSs held by the Fund;
and
|
|
|
(v)
|
Chun
R. Ding, a United States citizen and the managing partner of the
Investment Manager, the manager of the General Partner and the
director
|
|
|
of
the Sub-Investment Adviser (the “Individual Reporting Person”), with
respect to the ADSs held by the
Fund.
|
The
citizenship of each of the Reporting Persons is as set forth
above. The address of the principal business office of: (i) the Fund
is c/o Walkers (BVI) Limited, PO Box 92, Road Town, Tortola, British Virgin
Islands VG1110; (ii) the Investment Manager, the General Partner and the
Individual Reporting Person is One Maritime Plaza, Suite 1107, San Francisco,
California 94111; and (iii) the Sub-Investment Adviser is Unit B, 26
th
Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong,
China.
Item
3.
If This
Statement Is Filed Pursuant to Section 240.13d-1(b) or
240.13d-2(b)
or (c), Check Whether the Person Filing
Is an Entity Specified in (a) - (k)
:
Not
applicable.
Item
4.
Ownership
The
information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of
the cover page for each Reporting Person is incorporated herein by reference for
each such Reporting Person.
The
ADSs reported hereby for the Fund are owned directly by the Fund. The
Investment Manager, as the investment manager of the Fund, may be deemed to be a
beneficial owner of all such ADSs owned by the Fund. The General
Partner, as the general partner of the Investment Manager, may be deemed to be a
beneficial owner of all such ADSs owned by the Fund. The
Sub-Investment Adviser, as the sub-investment adviser to the Investment Manager,
may be deemed to be a beneficial owner of all such ADSs owned by the
Fund. The Individual Reporting Person, as the managing partner of the
Investment Manager, the manager of the General Partner and the director of the
Sub-Investment Adviser, may be deemed to be a beneficial owner of all such ADSs
owned by the Fund.
Each of the Investment Manager, the
General Partner, the Sub-Investment Adviser and the Individual Reporting Person
hereby disclaims any beneficial ownership of any such ADSs.
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
The
Reporting Persons are filing this Schedule 13G pursuant to Section
240.13d-1(c). Consistent with Item 2 of the cover page for each
Reporting Person above, the Reporting Persons neither disclaim nor affirm the
existence of a group among them.
Item
9.
Notice
of Dissolution of Group
Not
applicable.
Item 10.
Certification
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: February
4, 2010
/s/ Chun R.
Ding
CHINAROCK
CAPITAL MANAGEMENT LIMITED
By Chun
R. Ding, Director
/s/ Chun R.
Ding
CRCM
LLC,
On its
own behalf and
As the
General Partner of
CRCM
LP,
As the
Investment Manager of
CRCM
Institutional Master Fund (BVI), Limited
By Chun
R. Ding, Manager
/s/ Chun R.
Ding
Chun R.
Ding