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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.          )

 

AirMedia Group Inc.

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(Name of Issuer)

 

Ordinary Shares

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(Title of Class of Securities)

 

009411109

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(CUSIP Number)

 

December 31, 2016

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(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 13 d-1(b)

 

☐

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 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 (the "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).

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CUSIP No. 009411109

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Item 1(a)

Name of Issuer:

 

AirMedia Group Inc. (the "Issuer")

 

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:

 

This statement is filed jointly by First Manhattan Co., a New York limited partnership, First Beijing Investment (Cayman) Limited, a Cayman Islands company, and First Beijing Investment Limited, a Hong Kong company.

 

Item 2(b)

Address of Principal Business Office or, if none, Residence:

 

Item 2(c)

Citizenship:

 

Item 2(d)

Title of Class of Securities:

 

Ordinary Shares

 

Item 2(e)

CUSIP Number:

 

009411109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:

 

(a)☒ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)☒ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)☐ A group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership.

 

As of December 31, 2016, First Manhattan Co., First Beijing Investment (Cayman) Limited and First Beijing Investment Limited each had shared voting power and shared investment power with respect to 7,569,912 Ordinary Shares of the Issuer, or 6.1% of the 124,395,645 shares that the Issuer reported as outstanding as of December 31, 2015.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. N/A

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

N/A

 

Item 8.

Identification and Classification of Members of the Group.

 

N/A

 

Item 9.

Notice of Dissolution of Group.

 

N/A

 

Item 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

 

February 14, 2017

 

 

AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Ordinary Shares of AirMedia Group Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.

 

February 14, 2017