Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

SGOCO Group, Ltd.

(Name of Issuer)

Ordinary Shares, par value $0.004 per share

(Title of Class of Securities)

G80751129

(CUSIP Number)

SUN Yuet Wo

Rm 1716, 17/F, 430 King’s RD

Metropole Bldg North Point

Hong Kong

With a copy to:

Jeffrey Li, Esq.

Peter Cancelmo, Esq. Garvey Schubert Barer

2nd Floor, 1000 Potomac Street, NW Washington, DC 20007 Telephone: 1(202) 298-1735  Facsimile: 1(202) 965-1729

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

September 22, 2016

(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 which 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(b) 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 the 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).

 

 

SCHEDULE 13D

 

CUSIP No. G80751129  

1	NAME OF REPORTING PERSONS Sun Yuet Wo
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)                                                                                                                ¨ (b)                                                                                                                ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS Own fund
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                                                          ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,900,000 shares
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 1,900,000 shares
	10	SHARED DISPOSITIVE POWER 0 shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,900,000 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8%[1]
14	TYPE OF REPORTING PERSON IN

  

 

¹ Based on 9,577,928 shares of Ordinary Shares issued and outstanding as of February 28, 2017.

  

Item 1.

Security and Issuer:

 

This Schedule 13D relates to the Ordinary Shares, $0.004 par value, of SGOCO Group, Ltd. (the “Issuer”). The address of the principal executive offices of the Issuer is Room 1301, 13/F, Golden Centre, 188 Des Voeux Road Central, Hong Kong.

 

Item 2.

Identity and Background:

 

This Schedule 13D is being filed by and for Sun Yuet Wo (the “Reporting Person”). Certain information with respect to the Reporting Person is set forth below: 

 

(a)

Name: Sun Yuet Wo

 

(b)

Residence Address: Rm 1716, 17/F, 430 King’s RD, Metropole Bldg North Point, Hong Kong

 

(c)

Principal Occupation: None

 

Name, principal business and address of any corporation or organization in which employment is conducted: N/A

 

(d)

Convictions: None

 

(e)

Civil Proceedings: None

 

(f)

Citizenship: Hong Kong

 

Item 3.

Source and Amount of Funds or Other Consideration:

 

On May 19, 2016, the Issuer and the Reporting Person entered into a Share Purchase Agreement (the “Agreement”), pursuant to which the Issuer sold and issued to the Reporting Person 1,900,000 shares of the Company’s unregistered ordinary shares (the “Shares”). The total purchase price for the Shares is US$7 million, equaling approximately US$3.68 per share (the "Purchase Price").

 

Upon receiving the full purchase, on September 19, 2016, the Issuer issued the Shares to the Reporting Person. The Reporting Person paid the purchase price using his own fund.

 

Item 4.

Purpose of Transaction:

 

The Reporting Person acquired the securities to which this statement relates for investment purposes and does not have a present intent to acquire or influence control over the business of the Issuer. The Reporting Person may, from time to time, dispose of some or all of such securities, acquire additional securities of the Issuer, or continue to hold such securities, depending on business and market conditions, the Reporting Person’s continuing evaluation of the business and prospects of the Issuer and other factors. The Reporting Person does not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

 

Item 5.

Interest in Securities of the Issuer:

 

The percentages of the class of securities set forth below are based on 9,577,928 shares of the Issuer’s Ordinary Shares outstanding at February 28, 2017.

 

(a)

The aggregate number of the class of securities beneficially owned by the Reporting Person is 1,900,000 and the percentage of the class of securities beneficially owned by the Reporting Person is 19.8%.

 

(b)

The number of shares as to which the Reporting Person has:

 

(i) Sole power to vote or to direct the vote: 1,900,000 shares

 

(ii) Shared power to vote or to direct the vote: 0 shares

 

(iii) Sole power to dispose or to direct the disposition of: 1,900,000 shares

 

(iv) Shared power to dispose or to direct the disposition of: 0 shares

 

(c)

Other than as described herein, the Reporting Person has not engaged in any transaction involving the Issuer’s Ordinary Shares

 

(d)

Not applicable.

 

(e)

Not applicable

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None.

 

Item 7.

Material to be Filed as Exhibits.

 

None.

 

 

  

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 2, 2017

 

	By:	/s/   Sun Yuet Wo
		Sun Yuet Wo

 

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001).