TAOM Taomee Holdings Limited American Depositary Shares (Each Representing 20 Ordinary Shares)

Under the Securities Exchange Act of 1934
(Amendment No. 2)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*  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 disclosures provided in a prior cover page.

The information required on 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 (the “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).

1   This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing 20 ordinary shares.

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on September 19, 2013 (the “Original Schedule 13D”) and Amendment No.1 to the Original Schedule 13D filed with the U.S. Securities and Exchange Commission on February 17, 2016 (the “Amendment No. 1”, together with the Original Schedule 13D and this Amendment No. 2, the “Statement”), which relates to the ordinary shares, par value $0.00002 per share (the “Ordinary Shares”), of Taomee Holdings Limited, a Cayman Islands company (the “Issuer”). Unless specifically amended hereby, the disclosures set forth in the Statement shall remain unchanged. All capitalized terms used in this Amendment No. 2 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D and the Amendment No. 1.

Item 4.   Purpose of Transaction

Item 4 is hereby amended by adding the following at the end thereof:

On April 15, 2016, at 10:00 a.m. (Beijing time), an extraordinary general meeting of the shareholders of the Issuer was held at the Issuer’s office at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District, Shanghai, China. At the extraordinary general meeting, the shareholders of the Issuer voted in favor of the proposal to authorize and approve the Merger Agreement, the plan of merger substantially in the form attached as Exhibit A to the Merger Agreement (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement, including the Merger.

On June 22, 2016 (Cayman Islands time), the Issuer and Merger Sub filed the Plan of Merger with the Cayman Islands Registrar of Companies, pursuant to which the Merger became effective on June 22, 2016. As a result of the Merger, the Issuer became wholly owned by Parent.

At the effective time of the Merger (the “Effective Time”), (a) each outstanding Ordinary Share, other than (i) Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by the Rollover Shareholders (such Ordinary Shares collectively, the “Rollover Shares”), (ii) Shares (including Shares represented by ADSs) beneficially owned by the Issuer or held by the Issuer as treasury shares or held by J.P. Morgan Chase Bank, N.A., the Issuer’s depositary (the “ADS depositary”) that are reserved (but not yet allocated) by the Issuer for settlement upon exercise of any Issuer equity awards, (Ordinary Shares described under (i) through (ii) above are collectively referred to herein as the “Excluded Shares”), and (iii) Ordinary Shares represented by ADSs, has been cancelled in exchange for the right to receive US$0.1884 in cash without interest, and (b) each issued and outstanding ADS together with the Ordinary Shares underlying such ADS (other than any ADS representing Excluded Shares) has been cancelled in exchange for the right to receive US$3.767 in cash per ADS without interest (less US$0.05 per ADS cancellation fees pursuant to the terms of the deposit agreement, dated as of June 8, 2011, by and among the Issuer, the ADS depositary and the holders from time to time of ADSs issued thereunder), in each case, net of any applicable withholding taxes described in the Merger Agreement. Each Rollover Shares has been cancelled for no consideration. The Issuer did not receive any notice of objection from any shareholder prior to vote to approve the Merger, which is required for exercising any dissenting rights.

As a result of the Merger, the ADSs will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange (“NYSE”), and the Issuer will cease to be a publicly traded Issuer. The NYSE has filed an application on Form 25 with the SEC to remove the ADSs from listing on NYSE and withdraw registration of the ADSs and the Ordinary Shares underlying the ADSs under the Exchange Act. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Issuer intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC.

Item 5.   Interest in Securities of the Issuer

Item 5 is hereby replaced with the following:

(a)—(b)     As a result of the Merger, all Ordinary Shares beneficially owned by the Reporting Persons prior to the Effective Time were cancelled and the Reporting Persons do not beneficially own any Ordinary Shares or have any voting power or dispositive power over any Ordinary Shares.

(c)           Except as set forth in Item 4 above and incorporated herein by reference, none of the Reporting Persons has effected any transactions in the Ordinary Shares or ADSs during the 60 days preceding the filing of this Amendment No. 2.

(d)           Not Applicable.

(e)           June 22, 2016.

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.

Dated: June 24, 2016