SEC Form SC 13G/A filed by 500.com Limited
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 4)*
Under the Securities Exchange Act of 1934
500.com Limited
(Name of Issuer)
Ordinary Shares, par value of $0.00005 per share
(Title of Class of Securities)
33829R100
(CUSIP Number)
March 5, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | 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 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.
| 1 | Names of Reporting Persons Man San Law | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | |||
| (b) | o | |||
| 3 | SEC Use Only | |||
| 4 | Citizenship or Place of Organization Hong Kong Special Administrative Region, People’s Republic of China | |||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power 92,241,799 | ||
| 6 | Shared Voting Power 10,265,018 | |||
| 7 | Sole Dispositive Power 92,241,799 | |||
| 8 | Shared Dispositive Power 10,265,018 | |||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 102,506,817 | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
| 11 | Percent of Class Represented by Amount in Row (9) 19.9%. *The voting power of the shares beneficially owned represent 19.9% of the total outstanding voting power. | |||
| 12 | Type of Reporting Person IN | |||
* The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of the date of this Schedule 13G on a pro forma basis, reflecting the pro forma effect of the issuance of 660,000 Class A ordinary shares of the Issuer to Man San Law upon the exercise of options and RSUs within 60 days of the date of this Schedule 13G granted to Mr. Law under the 2011 Share Incentive Plan of the Issuer. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote.
| 1 | Names of Reporting Persons Delite Limited | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | |||
| (b) | o | |||
| 3 | SEC Use Only | |||
| 4 | Citizenship or Place of Organization British Virgin Islands | |||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power 6,008,836 | ||
| 6 |
Shared Voting Power 0 | |||
| 7 |
Sole Dispositive Power 6,008,836 | |||
| 8 |
Shared Dispositive Power 0 | |||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,008,836 | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
| 11 | Percent of Class Represented by Amount in Row (9) 1.2%* The voting power of the shares beneficially owned represent 1.2% of the total outstanding voting power. | |||
| 12 | Type of Reporting Person CO | |||
* The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of the date of this Schedule 13G. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote.
| 1 | Names of Reporting Persons Good Luck Information Technology Co., Limited | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | |||
| (b) | o | |||
| 3 | SEC Use Only | |||
| 4 | Citizenship or Place of Organization Hong Kong Special Administrative Region, People’s Republic of China | |||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power 0 | ||
| 6 |
Shared Voting Power 0 | |||
| 7 |
Sole Dispositive Power 0 | |||
| 8 |
Shared Dispositive Power 0 | |||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
| 11 | Percent of Class Represented by Amount in Row (9) 0.0%. *The voting power of the shares beneficially owned represent 0.0% of the total outstanding voting power. | |||
| 12 | Type of Reporting Person CO | |||
* The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of the date of this Schedule 13G. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote.
| 1 | Names of Reporting Persons Good Luck Capital Limited | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | |||
| (b) | o | |||
| 3 | SEC Use Only | |||
| 4 | Citizenship or Place of Organization British Virgin Islands | |||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power 85,572,963 | ||
| 6 |
Shared Voting Power 0 | |||
| 7 |
Sole Dispositive Power 85,572,963 | |||
| 8 |
Shared Dispositive Power 0 | |||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 85,572,963 | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
| 11 | Percent of Class Represented by Amount in Row (9) 16.6%. *The voting power of the shares beneficially owned represent 16.6% of the total outstanding voting power. | |||
| 12 | Type of Reporting Person CO | |||
* The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of the date of this Schedule 13G. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote.
| Item 1(a). | Name of Issuer: 500.com Limited |
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: 12F, West Side, Block B, Building No. 7 Shenzhen Bay Eco-Technology Park Nanshan District, Shenzhen 518115 |
| Item 2(a). |
Name of Person Filing: (i) Man San Law, (ii) Delite Limited and (iii) Good Luck Information Technology Co., Limited (iv) Good Luck Capital Limited (collectively, the “Reporting Persons”). |
| Item 2(b). |
Address of Principal Business Office, or, if none, Residence: Man San Law Units 813 & 815, Level 8, Core F Cyberport 3, 100 Cyberport Road Hong Kong
Delite Limited P.O. Box 3321, Road Town, Tortola British Virgin Islands
Good Luck Information Technology Co., Limited 1903, 19/F, Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong
Good Luck Capital Limited Trinity Chambers, P.O. Box 4301, Road Town, Tortola British Virgin Islands |
| Item 2(c). |
Citizenship: Man San Law – Hong Kong Special Administrative Region, People’s Republic of China Delite Limited – British Virgin Islands Good Luck Information Technology Co., Limited – Hong Kong Special Administrative Region, People’s Republic of China Good Luck Capital Limited – British Virgin Islands |
| Item 2(d). |
Title of Class of Securities: Ordinary Shares, par value of $0.00005 per share, of the Issuer. |
| Item 2(e). |
CUSIP No.: 33829R100 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
| Not applicable. | |
| Item 4. | Ownership |
| The following information with respect to the ownership of the Ordinary Shares of the Issuer (the “Shares”) by each of the Reporting Persons is provided as of the date of this Schedule 13G: |
| Reporting Person | Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
| Man San Law | 102,506,817 | 19.9% | 92,241,799 | 10,265,018 | 92,241,799 | 10,265,018 |
| Delite Limited | 6,008,836 | 1.2% | 6,008,836 | 0 | 6,008,836 | 0 |
| Good Luck Information Technology Co., Limited | 0 | 0.0% | 0 | 0 | 0 | 0 |
| Good Luck Capital Limited | 85,572,963 | 16.6% | 85,572,963 | 0 | 85,572,963 | 0 |
|
Mr. Man San Law beneficially owns 102,506,817 ordinary shares of the Issuer beneficially owned by comprise (i) (a) 6 Class B ordinary shares, and (b) 600,883 ADSs which represent 6,008,830 Class A ordinary shares owned by Delite Limited as described below, (ii) (a) 8 Class B ordinary shares, and (b) 1,026,501 ADSs which represent 10,265,010 Class A ordinary shares owned by Smart Mega Holdings Limited as described below and (iii) 85,572,963 Class A ordinary shares transferred from Good Luck Information Technology Co., Limited to Good Luck Capital Limited on March 5, 2021 (the “Transfer”), as well as (iv) 660,000 Class A ordinary shares issuable upon the exercise of options and RSUs within 60 days of the date of this Schedule 13G granted to Mr. Law under the 2011 Share Incentive Plan of the Issuer.
Delite Limited, a British Virgin Islands company, directly holds 6 Class B ordinary shares and owns 600,883 ADSs which represent 6,008,830 Class A ordinary shares. Delite Limited is 100% owned by Mr. Law. Mr. Law indirectly holds all voting and investment powers of Delite Limited and its assets, and is the sole director of Delite Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Law may be deemed to beneficially own all of the ordinary shares of the Issuer heled by Delite Limited.
Smart Mega Holdings Limited, a British Virgin Islands company, directly holds 8 Class B ordinary shares and owns 1,026,501 ADSs which represent 10,265,010 Class A ordinary shares. Smart Mega Holdings Limited is 100% owned by Vibrant Jade Limited on behalf of The Vibrant Jade Trust, with Credit Suisse Trust Limited as the trustee, Ms. Ping Yuan as the settlor, Mr. Man San Law as the protector, and Ms. Yuan, Mr. Law and Ms. Yuhan Law as beneficiaries. Mr. Law indirectly holds all voting and investment powers of Smart Mega Holdings Limited and its assets, and Ms. Yuan is the sole director of Smart Mega Holdings Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Law and Ms. Yuan may be deemed to beneficially own all of the ordinary shares of the Issuer held by Smart Mega Holdings Limited. |
Good Luck Capital Limited, a British Virgin Islands company, beneficially owns 85,572,963 Class A ordinary shares of the Issuer. Mr. Man San Law is the sole shareholder and director of Good Luck Capital Limited. Mr. Law indirectly holds all voting and investment powers of Good Luck Capital Limited and its assets, and is the sole director of Good Luck Capital Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Law may be deemed to beneficially own all of the ordinary shares of the Issuer beneficially owned by Good Luck Capital Limited.
Mr. Law and Ms. Yuan are husband and wife, and as such, each of them may be deemed to beneficially own ordinary shares of the Issuer held by the other person pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.
The percentage of class of securities beneficially owned by Man San Law as of the date of this Schedule 13G is based on 516,247,854 outstanding ordinary shares as a single class on a pro forma basis, being the sum of 515,587,755 Class A ordinary shares and 99 Class B ordinary shares outstanding as of the date of this filing assuming conversion of all Class B ordinary shares into Class A ordinary shares, and reflecting the pro forma effect of the issuance of 660,000 Class A ordinary shares of the Issuer to Man San Law upon the exercise of options and RSUs within 60 days of the date of this Schedule 13G granted to Mr. Law under the 2011 Share Incentive Plan of the Issuer.
The percentage of class of securities beneficially owned by Delite Limited and Good Luck Capital Limited as of the date of this Schedule 13G is based on 515,587,854 outstanding ordinary shares as a single class, being the sum of 515,587,755 Class A ordinary shares and 99 Class B ordinary shares outstanding as of the date of this filing assuming conversion of all Class B ordinary shares into Class A ordinary shares. |
| Item 5. | Ownership of Five Percent or Less of a Class |
As a result of the Transfer, Good Luck Information Technology Co., Limited has ceased to be a beneficial owner of five percent or more of the Ordinary Shares of the Issuer. | |
| 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. | Certifications |
| Not applicable. | |
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: March 15, 2021
| Man San Law | By: | /s/ Man San Law |
| Name: | Man San Law | |
| Delite Limited | ||
| By: | /s/ Man San Law | |
| Name: | Man San Law | |
| Title: | Director | |
| Good Luck Information Technology Co., Limited | By: | /s/ Man San Law |
| Name: | Man San Law | |
| Title: | Director | |
| Good Luck Capital Limited | By: | /s/ Man San Law |
| Name: | Man San Law | |
| Title: | Director |
LIST OF EXHIBITS
Exhibit 99.1 – Joint Filing Agreement