Statement of Changes in Beneficial Ownership (4)
May 07 2021 - 12:26PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tencent Holdings Ltd |
2. Issuer Name and Ticker or Trading Symbol
GLU MOBILE INC
[
GLUU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
LEVEL 29, THREE PACIFIC PLACE, 1 QUEEN'S ROAD EAST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/29/2021 |
(Street)
WANCHAI, K3
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001 per share | 4/29/2021 | | D | | 21000000 | D | (1) | 0 | I | See footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On February 8, 2021, the Issuer entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Electronic Arts Inc. ("Electronic Arts"), a Delaware corporation, and Giants Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Electronic Arts, and the Issuer. Upon the closing (the "Closing") of the transactions (the "Merger") contemplated by the Merger Agreement on April 29, 2021, each share of the Issuer's common stock (a "Share") was cancelled and converted into the right to receive an amount in cash, without interest, equal to $12.50 (the "Per Share Merger Consideration") |
(2) | Held directly by Red River Investment Limited ("Red River"). Red River is a wholly-owned subsidiary of Tencent. |
Remarks: Ben Feder, President, International Partnerships (North America) of Tencent Holdings Limited, serves as the representative of the Reporting Persons on the Issuer's board of directors. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tencent Holdings Ltd LEVEL 29, THREE PACIFIC PLACE 1 QUEEN'S ROAD EAST WANCHAI, K3 | X | X |
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Red River Investment Ltd LEVEL 29, THREE PACIFIC PLACE 1 QUEEN'S ROAD EAST WANCHAI, K3 |
| X |
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Signatures
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For and on behalf of Tencent Holdings Limited, By: /s/ Martin Lau, Name: Martin Lau, Title: Authorized Signatory | | 5/7/2021 |
**Signature of Reporting Person | Date |
For and on behalf of Red River Investment Limited, By: /s/ Li Qingjie, Name: Li Qingjie, Title: Director | | 5/7/2021 |
**Signature of Reporting Person | Date |
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