UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AirMedia Group Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G0135J 109
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ 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 the 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 (however, see the Notes).
CUSIP No. |
G0135J 109 |
| 1 | NAMES OF REPORTING PERSONS Herman Man Guo |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| People's Republic of China | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 50,324,130 ordinary shares1. Wealthy Environment Limited may also be deemed to have sole voting power with respect to 48,657,464 ordinary shares. (See Item 4) | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 50,324,130 ordinary shares1. Wealthy Environmental Limited may also be deemed to have sole dispositive power with respect to 48,657,464 ordinary shares. (See Item 4) | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 50,324,130 ordinary shares | |||||
| 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) | ||||
| 38.36% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
1 Includes (i) 48,639,558 ordinary shares of the issuer held by Wealthy Environment Limited; (ii) 17,906 ordinary shares of the issuer owned by Wealthy Environment Limited in the form of American Depositary Shares, each representing two ordinary shares of the issuer ; and (iii) 1,666,666 ordinary shares that Mr. Guo has the right to acquire upon exercise of options within 60 days after December 31, 2009.
Page 2 of 6 Pages
CUSIP No. |
G0135J 109 |
| 1 | NAMES OF REPORTING PERSONS Wealthy Environment Limited |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| British Virgin Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 48,657,464 ordinary shares2. Herman Man Guo may also be deemed to have sole voting power with respect to the above shares. (See Item 4) | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 48,657,464 ordinary shares2. Herman Man Guo may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4). | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 48,657,464 ordinary shares | |||||
| 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) | ||||
| 37.09% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
2 Includes (i) 48,639,558
ordinary shares of the issuer held by Wealthy Environment Limited, and (ii) 17,906
ordinary shares of the issuer owned by Wealthy Environment Limited in the form of
American Depositary Shares, each representing two ordinary shares of the issuer.
Page 3 of 6 Pages
CUSIP No. |
G0135J 109 |
Item 1(a).
|
Name of Issuer: | |
| AirMedia Group Inc. | ||
Item 1(b).
|
Address of Issuer’s Principal Executive Offices: | |
| 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 People’s Republic of China |
||
Item 2(a).
|
Name of Person Filing: | |
| Herman Man Guo Wealthy Environment Limited |
||
Item 2(b).
|
Address of Principal Business Office, or if None, Residence: | |
| Herman Man Guo AirMedia Group Inc. 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 People’s Republic of China |
||
| Wealthy Environment Limited c/o Herman Man Guo AirMedia Group Inc. 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 People’s Republic of China |
||
Item 2(c).
|
Citizenship: | |
| Herman Man Guo — People’s Republic of China Wealthy Environment Limited — British Virgin Islands |
||
Item 2(d).
|
Title of Class of Securities: | |
| Ordinary Shares | ||
Item 2(e).
|
CUSIP Number: | |
| G0135J 109 | ||
Item 3.
|
Not Applicable |
Page 3 of 6 Pages
CUSIP No. |
G0135J 109 |
Item 4.
|
Ownership. | |
| The following information with respect to the ownership of the ordinary shares of the issuer by each of the reporting persons is provided as of December 31, 2009: |
| Sole power | Shared power | Sole power | Shared power | |||||||||||||||||||||
| Amount | to vote or | to vote or | to dispose or | to dispose or | ||||||||||||||||||||
| beneficially | Percent | direct the | to direct the | to direct the | to direct the | |||||||||||||||||||
| Reporting Person | owned | of class | vote | vote | disposition of: | disposition of | ||||||||||||||||||
Herman Man Guo |
50,324,130 | 38.36 | % | 50,324,130 | 0 | 50,324,130 | 0 | |||||||||||||||||
Wealthy Environment
Limited |
48,657,464 | 37.09 | % | 48,657,464 | 0 | 48,657,464 | 0 | |||||||||||||||||
| Wealthy Environment Limited, a British Virgin Islands company, is the record owner of 48,639,558 ordinary shares of the issuer and the beneficial owner of 17,906 ordinary shares of the issuer in the form of American Depositary Shares, each representing two ordinary shares of the issuer. Wealthy Environment Limited is wholly owned by Mr. Herman Man Guo. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Herman Man Guo may be deemed to beneficially own all of the ordinary shares owned by Wealthy Environment Limited. In addition, Mr. Guo has the right to acquire 1,666,666 ordinary shares upon exercise of options within 60 days after December 31, 2009. | ||
Item 5.
|
Ownership of Five Percent or Less of a Class. | |
| Not applicable | ||
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 |
Page 4 of 6 Pages
CUSIP No. |
G0135J 109 |
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: February 1, 2010
| Herman Man Guo | /s/ Herman Man Guo | |||
| Herman Man Guo | ||||
| Wealthy Environment Limited | By: | /s/ Herman Man Guo | ||
| Name: | Herman Man Guo | |||
| Title: | Director | |||
Page 5 of 6 Pages
LIST OF EXHIBITS
| Exhibit No. | Description | |
| A | Joint Filing Agreement |
Page 6 of 6 Pages
EXHIBIT A: Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such
term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on
Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.001
per share, of AirMedia Group Inc., a Cayman Islands exempted company, and that this Agreement may
be included as an Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 1, 2010.
| Herman Man Guo | /s/ Herman Man Guo | |||
| Herman Man Guo | ||||
| Wealthy Environment Limited | By: | /s/ Herman Man Guo | ||
| Name: | Herman Man Guo | |||
| Title: | Director | |||