SEC Form SC 13G/A filed

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.  83409V104 

1.

Names of Reporting Persons

Xiaochuan Wang

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization

People’s Republic of China

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

2,326,400 Class A Ordinary Shares (1)(3), represented by 2,326,400 American depositary shares (“ADSs”) of the Issuer.

6.

Shared Voting Power

19,200,000 Class A Ordinary Shares (2)(3)

7.

Sole Dispositive Power

21,526,400 Class A Ordinary Shares (1)(2), of which 2,326,400 Class A Ordinary Shares are represented by 2,326,400 ADSs. 

8.

Shared Dispositive Power

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

21,526,400 Class A Ordinary Shares (1)(2), of which 2,326,400 Class A Ordinary Shares are represented by 2,326,400 ADSs. 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11.

Percent of Class Represented by Amount in Row (9)

5.6% (4)

12.

Type of Reporting Person (See Instructions)

IN

Item 1.

(a)

Name of Issuer:

Sogou Inc.

(b)

Address of Issuer’s Principal Executive Offices:

Level 15, Sohu.com Internet Plaza
No. 1 Unit Zhongguancun East Road, Haidian District
Beijing 100084
People’s Republic of China

Item 2.

(a)

Name of Person Filing:

Xiaochuan Wang.  The person named in this paragraph is also referred to as the “Reporting Person.”

(b)

Address of Principal Business Office or, if None, Residence:

Level 15, Sohu.com Internet Plaza
No. 1 Unit Zhongguancun East Road, Haidian District
Beijing 100084
People’s Republic of China

(c)

Citizenship:

The Reporting Person is a citizen of the People’s Republic of China.

(d)

Title of Class of Securities:

Class A Ordinary Shares, par value of $0.001 per share

(e)

CUSIP Number:

83409V104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________________

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

The Reporting Person may be deemed to beneficially own 21,526,400 Class A Ordinary Shares, which include (i) 20,086,400 Class A Ordinary Shares held by Winsor Glory Limited, a British Virgin Islands company beneficially owned by the Reporting Person, of which 17,760,000 Class A Ordinary Shares are held of record by Winsor Glory Limited and 2,326,400 Class A Ordinary Shares are represented by 2,326,400 ADSs, and (iii) 1,440,000 Class A Ordinary Shares held of record by Rose Shadow Company Limited, a British Virgin Islands trust of which the Reporting Person is the beneficiary.

Also see Footnotes (1) and (2).

(b)

Percent of class:

The Reporting Person: 5.6%

For the purpose of calculating percentage ownership, the Reporting Person has treated Class A Ordinary Shares and Class B Ordinary Shares as if they were the same class.  The foregoing percentage is calculated based on 108,833,041 Class A Ordinary Shares and 278,757,875 Class B Ordinary Shares issued and outstanding as of December 31, 2020.   Also see Footnote (4).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

2,326,400 Class A Ordinary Shares for Reporting Person.

(ii)

Shared power to vote or to direct the vote

19,200,000 Class A Ordinary Shares for the Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of

21,526,400 Class A Ordinary Shares for the Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of

0 shares for the Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨

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 or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

/s/ Xiaochuan Wang

Xiaochuan Wang