Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

Name of reporting person

NAVER Corporation

Check the appropriate box if a member of a group (see Instructions)

(a)  ☐

(b)  ☒

SEC use only

Source of funds (see Instructions)

WC

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐

Citizenship or place of organization

Republic of Korea

Number of   

shares   

beneficially   

owned by   

each   

reporting   

person   

with   

Sole voting power

184,756,543 ⁽¹⁾

Shared voting power

0

Sole dispositive power

184,756,543

Shared dispositive power

0

Aggregate amount beneficially owned by each reporting person

184,756,543

Check if the aggregate amount in Row (11) excludes certain shares (see Instructions)

☐

Percent of class represented by amount in Row (11)

71.1% ⁽²⁾

Type of reporting person (see Instructions)

CO

The Issuers articles of incorporation provide that 100 shares constitute one unit of common stock. A shareholder of record is entitled to one vote per unit (100 shares) of common stock.

Based on a total of 259,684,228 shares. See Item 5 of this Schedule 13D.

Security and Issuer

Identity and Background

During the last five years, neither NAVER, nor to the best of NAVERs knowledge, any of the persons identified on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither NAVER, nor to the best of NAVERs knowledge, any of the persons identified on Schedule A attached hereto, was 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.

Source and Amount of Funds or Other Consideration

Purpose of Transaction

Interest in Securities of the Issuer

As of the date hereof, NAVER beneficially owns 174,992,000 shares of common stock, and together with the 9,764,543 shares of common stock issuable upon the exercise of NAVERs right to convert the Allotment Bonds based on the initial conversion price, would own an aggregate of 184,756,543 shares of common stock, which represent approximately 71.1% of the Issuers issued and outstanding shares of common stock. For purposes of reporting its beneficial ownership on this Schedule 13D, NAVER has assumed that the total number of the Issuers issued and outstanding shares of common stock is approximately 259,684,228 shares, which consists of (i) 240,155,142 shares of common stock issued and outstanding as of August 8, 2018, as reported on the Issuers current report on Form 6-K dated August 8, 2018, and (ii) approximately 19,529,086 shares of common stock issuable upon the conversion of the Allotment Bonds and the Regulation S Bonds.

Number of shares as to which NAVER has:

sole power to vote or to 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:

Pursuant to the Subscription Agreement (as defined in Item 6 below), NAVER agreed to acquire the Allotment Bonds on September 20, 2018. Subject to and upon compliance with the applicable terms and conditions, NAVER may convert the 2023 Allotment Bonds into the Issuers shares of common stock at any time during the period from and including October 4, 2018 to and including September 6, 2023, and the 2025 Allotment Bonds into the Issuers shares of common stock at any time during the period from and including October 4, 2018 to and including September 5, 2025. The initial per share conversion prices of the 2023 Allotment Bonds and the 2025 Allotment Bonds are ¥7,467 and ¥7,518, respectively.

Not applicable.

Not applicable.

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

Material to Be Filed as Exhibits

Name and Title(s)

Business Address

Present Principal Occupation or
Employment

Citizenship

Dae-Gyu Byun,

Non-Executive Non-Independent Director

  Chairman of the Board of Directors, NAVER Corporation

  Chairman of the Board of Directors, Humax Holdings

Seong-Sook Han,

Inside Director

  President and Chief Executive Officer, NAVER Corporation

In-Hyuk Choi,

Inside Director

  Business Committee Leader and Chief Operating Officer, NAVER Corporation

  Chief Executive Officer, Happybean Foundation

Su-Uk Kim,

Outside Director

  Outside Director and Member of Audit Committee, NAVER Corporation

  Member of Government Investment Body/Management Evaluative Committee, Ministry of Strategy and Finance

  Director, Seoul National University Foundation

  Vice-Dean of Business School and Graduate School of Business, Seoul National University

In-Moo Lee,

Outside Director

  Outside Director and Member of Audit Committee, NAVER Corporation

  Professor, Korea Advanced Institute of Science and Technology & Head, School of Management Engineering

  Research Advisory Committee, Korea Institute of Finance Advisory Committee, Reserve Management Group at the Bank of Korea

Ui-Jong Cheong,

Outside Director

  Outside Director and Member of Audit Committee, NAVER Corporation

  Lawyer, BAE, KIM & LEE LLC

Jun-Pyo Hong,

Outside Director

  Outside Director and Member of Audit Committee, NAVER Corporation

  Professor of Plastic Surgery, Ulsan University and Plastic Surgery Surgeon, Asan Medical Center

Seung-Un Kim,

CIC Representative

  Representative, Apollo CIC, NAVER Corporation

Name and Title(s)

Business Address

Present Principal Occupation or
Employment

Citizenship

Jung-Ho Shin,

CIC Representative

  Representative, Search & Clova CIC, NAVER Corporation

  Representative Director, LINE Plus Corporation

  Chief Global Officer, LINE Corporation

Sang-Jin Park,

Management Leader

  Management Leader and Chief Financial Officer, NAVER Corporation

Sun-Joo Chae,

Management Leader

  Management Leader and Chief Communication & Culture Officer, NAVER Corporation

Chang-Hyun Song,

Chief Technology Officer

  Chief Technology Officer, NAVER Corporation

Hae-Jin Lee,

Global Investment Officer

  Global Investment Officer, NAVER Corporation