Filing Details
- Accession Number:
- 0001140361-19-010415
- Form Type:
- 13D Filing
- Publication Date:
- 2019-06-04 17:29:16
- Filed By:
- Tencent Holdings Ltd
- Company:
- Glu Mobile Inc (NASDAQ:GLUU)
- Filing Date:
- 2019-06-04
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Red River Investment Limited | 21,000,000 | 21,000,000 | 21,000,000 | 14.46% | ||
| Tencent Holdings Limited | 21,000,000 | 21,000,000 | 21,000,000 | 14.46% | ||
| THL E Limited | 0 | 0 | 0 | 0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
| GLU MOBILE INC. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 379890106 |
| (CUSIP Number) |
Tencent Holdings Limited
29/F Three Pacific Place,
No. 1 Queen’s Road East, Wanchai, Hong
Kong
Telephone: +852 3148 5100
with a copy to:
Scott A. Anthony
Reid S. Hooper
Covington & Burling LLP
3000 El Camino Real
5 Palo Alto Square, 10th Floor
Palo Alto, CA 94306-2112
Telephone: +1 (650) 632-4700
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| May 31, 2019 |
| (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. ☐
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 ("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).
| CUSIP No. 379890106 | Schedule 13D |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Red River Investment Limited | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| | (b) | ☐ | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| British Virgin Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| None | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 21,000,000 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| None | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 21,000,000 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 21,000,000 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 14.46%* | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
* Pursuant to Rule 13d-3(d)(1)(i), all percentages of ownership herein are calculated based upon 145,252,862 shares of Common Stock, par value
$0.0001 per share, outstanding as of May 1, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2019.
| CUSIP No. 379890106 | Schedule 13D |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Tencent Holdings Limited | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| | (b) | ☐ | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| None | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 21,000,000 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| None | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 21,000,000 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 21,000,000 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 14.46%* | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
* Pursuant to Rule 13d-3(d)(1)(i), all percentages of ownership herein are calculated based upon 145,252,862 shares of Common Stock, par value
$0.0001 per share, outstanding as of May 1, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2019.
| CUSIP No. 379890106 | Schedule 13D |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| THL E Limited | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| | (b) | ☐ | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| British Virgin Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| None | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| None | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 0 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 0% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
| Item 1. | Security and Issuer |
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D filed with the SEC on May 11, 2015 (as amended by Amendment No. 1 filed with the SEC on June 5, 2015, Amendment No. 2 filed with the
SEC on February 11, 2016, and Amendment No. 3 filed with the SEC on February 26, 2016, the “Original Statement” and, together with this
Amendment No. 4, the “Statement”) by Tencent Holdings Limited, a Cayman Islands company (“Tencent”), Red River Investment Limited, a British Virgin Islands company and a direct wholly-owned subsidiary of Tencent (“Red River”) and THL E Limited, a British Virgin Islands company and a direct wholly-owned subsidiary of Tencent (“THL”)
relating to the common stock, $0.0001 par value per share (the “Common Stock”), of Glu Mobile Inc. (the “Issuer”). Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
The purpose of this Amendment No. 4 is to reflect open market sales of shares of Common Stock of the Issuer by
THL on May 31, 2019. As a result of THL’s open market sales of shares of the Common Stock of the Issuer, as described in Item 5 below, THL no longer beneficially owns 5% of the outstanding shares of Common Stock of the Issuer. Unless specifically
amended hereby, the disclosures set forth in the Original Statement shall remain unchanged. All capitalized terms used in this Amendment No. 4 but not defined herein shall have the meanings ascribed thereto in the Original Statement.
| Item 2. | Identity and Background |
Item 2 (including Appendix A attached thereto) is hereby amended and restated in its entirety, as follows:
“(a) – (c), (f) This Statement is being filed jointly by:
| (i) | Tencent; |
| (ii) | Red River; and |
| (iii) | THL. |
Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 7.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
The principal address of Tencent is 29/F Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. The
principal address of Red River is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The principal address of THL is P.O. Box 957 Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
Tencent is an internet service portal in China providing value-added Internet, mobile and telecom services and online
advertising and has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700). Each of Red River and THL is a direct wholly-owned subsidiary of Tencent and is principally engaged in the business of holding
securities in portfolio companies in which Tencent invests.
Attached hereto as Appendix A, and incorporated herein by reference, is information concerning each
executive officer and director of Tencent, Red River and THL, which is required
to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
(d)-(e) None of the Reporting Persons nor any of the persons or entities referred to in Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.”
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is hereby amended by amending and restating Items 5(a)-(c) and (e), as follows:
(a) - (b) As of the date of this Statement, Tencent and Red River may be deemed to have beneficial ownership and shared
power to vote or direct the vote of 21,000,000 shares of Common Stock.
As of May 31, 2019, Tencent and Red River beneficially owned 21,000,000 shares of Common Stock, which represents
approximately 14.46% of the total outstanding shares of Common Stock of the Issuer on May 1, 2019. The percentage is based on a total of 145,252,862 shares of Common Stock outstanding as of May 1, 2019, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q filed with the SEC on May 10, 2019.
Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified
in Appendix A hereto, other than David A.M. Wallerstein, Chief eXploration Officer and Senior Executive Vice President of Tencent, beneficially
owns any shares of Common Stock. As of May 31, 2019, Mr. Wallerstein beneficially owned 12,700 shares of Common Stock of the Issuer.
(c) On May 31, 2019, THL sold 7,259,728 shares of Common Stock of the Issuer in an open market transaction at a price of
$7.75 per share, for an aggregate sales price of $56,262,892.
(e) As a result of the open market sale made on May 31, 2019 and described in Item 5(c) above, THL no longer
beneficially owns 5% of the outstanding shares of Common Stock of the Issuer.
| Item 7. | Material to Be Filed as Exhibits |
| Joint Filing Agreement, dated as of June 4, 2019, between Red River Investment Limited, Tencent Holdings Limited and THL E Limited, as
required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. |
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.
Date: June 4, 2019
| RED RIVER INVESTMENT LIMITED | ||
| By: | /s/ Ma Huateng | |
| Name: Ma Huateng Title: Director | ||
| TENCENT HOLDINGS LIMITED | ||
| By: | /s/ Ma Huateng | |
| Name: Ma Huateng Title: Director | ||
| THL E LIMITED | ||
| By: | /s/ Ma Huateng | |
| | Name: Ma Huateng Title: Director | |
APPENDIX A
EXECUTIVE OFFICERS AND DIRECTORS
The business address of each of the following individuals is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road
East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.
Red River
The directors for Red River Investment Limited are as follows:
| Name | Present Principal Employment | Business Address | Citizenship |
| Ma Huateng | Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China |
| Charles St Leger Searle | Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | Republic of South Africa |
Red River Investment Limited does not have any executive officers.
Tencent
The directors for Tencent Holdings Limited are as follows:
| Name | Present Principal Employment | Business Address | Citizenship |
| Ma Huateng | Chairman of the Board and Executive Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China |
| Lau Chi Ping Martin | Executive Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China (Hong Kong SAR) |
| Jacobus Petrus (Koos) Bekker | Non-Executive Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | Republic of South Africa |
| Charles St Leger Searle | Non-Executive Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | Republic of South Africa |
| Li Dong Sheng | Independent Non-Executive Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China |
| Iain Ferguson Bruce | Independent Non-Executive Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China (Hong Kong SAR) |
| Ian Charles Stone | Independent Non-Executive Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China (Hong Kong SAR) |
| Yang Siu Shun | Independent Non-Executive Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China (Hong Kong SAR) |
The executive officers for Tencent Holdings Limited are as follows:
| Name | Present Principal Employment | Business Address | Citizenship |
| Ma Huateng | Chief Executive Officer | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China |
| Lau Chi Ping Martin | President | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China (Hong Kong SAR) |
| Xu Chenye | Chief Information Officer | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China |
| Ren Yuxin | Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China |
| James Gordon Mitchell | Chief Strategy Officer and Senior Executive Vice President | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | United Kingdom of Great Britain and Northern Ireland |
| David A.M. Wallerstein | Chief eXploration Officer and Senior Executive Vice President | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | United States of America |
| John Shek Hon Lo | Chief Financial Officer and Senior Vice President | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China (Hong Kong SAR) |
THL
The directors for THL E Limited are as follows:
| Name | Present Principal Employment | Business Address | Citizenship |
| Ma Huateng | Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China |
| Charles St Leger Searle | Director | c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong | Republic of South Africa |
THL E Limited does not have any executive officers.