sc13g_a.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

NQ Mobile Inc.
(Name of Issuer)
 
American Depository Shares
Each Representing five (5) Class A Common Shares, Par Value $0.0001 Per Share
(Title of Class of Securities)
 
64118U108
(CUSIP Number)
 
October 28, 2013
(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 13d-1(b)
 
[X] 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 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.  64118U108
Page 2 of 10 Pages
1
 
NAME OF REPORTING PERSON
Longbow Securities Limited
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a)  £
(b)  £
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
0 American Depositary Shares (1)*
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
0 American Depositary Shares (1)*
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 American Depositary Shares (1)*
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)  £
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% of the total shares of Class A Common Stock**
12
 
TYPE OF REPORTING PERSON (See Instructions)
CO

(1)
 
Shared with the other Reporting Persons (defined below) solely by virtue of the fact that Longbow Securities Limited (“LSL”) is a direct wholly-owned subsidiary of Legatum Capital Limited (“LCL”), and an indirect wholly-owned subsidiary of each other Reporting Person.
*
 
Each American Depositary Share (“ADS”) represents five (5) Class A Common Shares, par value $0.0001 per share.
**
 
Based on a total of 151,833,654 shares of Class A Common Stock, par value $0.0001 per share (the "Stock") issued and outstanding as of March 15, 2013 as indicated in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission by the Issuer for the fiscal year ended December 31, 2012.
 
 
2

 

CUSIP No.  64118U108
Page 3 of 10 Pages
1
 
NAME OF REPORTING PERSON
Legatum Capital Limited
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a)  £
(b)  £
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
0 American Depositary Shares (1)*
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
0 American Depositary Shares (1)*
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 American Depositary Shares (1)*
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)  £
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% of the total shares of Class A Common Stock**
12
 
TYPE OF REPORTING PERSON (See Instructions)
CO

(1)
 
Shared with the other Reporting Persons (defined below) solely by virtue of the fact that LSL is a direct wholly-owned subsidiary of LCL, and an indirect wholly-owned subsidiary of each other Reporting Person.
*
 
Each ADS represents five (5) Class A Common Shares, par value $0.0001 per share.
**
 
Based on a total of 151,833,654 shares of Stock issued and outstanding as of March 15, 2013 as indicated in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission by the Issuer for the fiscal year ended December 31, 2012.
 
 
3

 

CUSIP No.  64118U108
Page 4 of 10 Pages
1
 
NAME OF REPORTING PERSON
Legatum Global Holdings Limited
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a)  £
(b)  £
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
0 American Depositary Shares (1)*
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
0 American Depositary Shares (1)*
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 American Depositary Shares (1)*
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)  £
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% of the total shares of Class A Common Stock**
12
 
TYPE OF REPORTING PERSON (See Instructions)
CO

(1)
 
Shared with the other Reporting Persons (defined below) solely by virtue of the fact that LSL is a direct wholly-owned subsidiary of LCL, and an indirect wholly-owned subsidiary of each other Reporting Person.
*
 
Each ADS represents five (5) Class A Common Shares, par value $0.0001 per share.
**
 
Based on a total of 151,833,654 shares of Stock issued and outstanding as of March 15, 2013 as indicated in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission by the Issuer for the fiscal year ended December 31, 2012.
 
 
4

 

CUSIP No.  64118U108
Page 5 of 10 Pages
1
 
NAME OF REPORTING PERSON
Senate Limited, acting on behalf of that certain trust formed under the law of the Cayman Islands as of 1 July 1996
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a)  £
(b)  £
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
The Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
0 American Depositary Shares (1)*
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
0 American Depositary Shares (1)*
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0  American Depositary Shares (1)*
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)  £
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% of the total shares of Class A Common Stock**
12
 
TYPE OF REPORTING PERSON (See Instructions)
OO

(1)
 
Shared with the other Reporting Persons (defined below) solely by virtue of the fact that LSL is a direct wholly-owned subsidiary of LCL, and an indirect wholly-owned subsidiary of each other Reporting Person.
*
 
Each ADS represents five (5) Class A Common Shares, par value $0.0001 per share.
**
 
Based on a total of 151,833,654 shares of Stock issued and outstanding as of March 15, 2013 as indicated in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission by the Issuer for the fiscal year ended December 31, 2012.
 
 
5

 

Item 1.
 
   
(a)
 
Name of Issuer:
         
       
NQ Mobile Inc.
         
   
(b)
 
Address of Issuer’s Principal Executive Offices:
         
       
No. 4 Building, 11 Heping Li East Street, Dongcheng District,
Beijing 100013, The People’s Republic of China
         
         
Item 2.
 
   
(a)
 
Name of Person Filing:
         
       
(i) Longbow Securities Limited (“LSL”)
       
(ii) Legatum Capital Limited ("LCL")
       
(iii) Legatum Global Holdings Limited
       
(iv) Senate Limited, acting on behalf of that certain trust formed under the laws of the Cayman Islands as of 1 July 1996
       
Each of the entities (i) through (iv) above is a "Reporting Person" and collectively, the "Reporting Persons"
         
   
(b)
 
Address of Principal Business Office, or if none, Residence:
         
       
For each of Reporting Persons (i)-(iv):
Level 3, Legatum Plaza, PO Box 506625, DIFC, Dubai, UAE
         
   
(c)
 
Citizenship:
         
       
For each of Reporting Persons (i)-(iii): British Virgin Islands
For Reporting Person (iv): The Cayman Islands
         
   
(d)
 
Title of Class of Securities:
         
       
American Depository Shares Each Representing Five (5) Class A
Common Shares, Par Value $0.0001 Per Share
         
   
(e)
 
CUSIP Number:
         
       
64118U108
         
Item 3.
 
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a(n):
         
       
Not applicable.
         
   
(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);
 
 
6

 

   
(e)
 
[ ] Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
         
   
(f)
 
[ ] Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
         
   
(g)
 
[ ] Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
         
   
(h)
 
[ ] Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
         
   
(i)
 
[ ] 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 non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
         
   
(k)
 
[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
         
         
Item 4.
 
Ownership.
         
   
(a)
 
Amount beneficially owned: 0 American Depositary Shares (1)*
         
   
(b)
 
Percent of class: 0% **
         
   
(c)
 
Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0 American Depositary Shares (1)*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0 American Depositary Shares (1)*
     
         
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.
         
       
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.
 
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.
 
 
7

 
 
(1)
 
Shared with the other Reporting Persons (defined below) solely by virtue of the fact that LSL is a direct wholly-owned subsidiary of LCL, and an indirect wholly-owned subsidiary of each other Reporting Person.
*
 
Each ADS represents five (5) Class A Common Shares, par value $0.0001 per share.
**
 
Based on a total of 151,833,654 shares of Stock issued and outstanding as of March 15, 2013 as indicated in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission by the Issuer for the fiscal year ended December 31, 2012.


 
8

 

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:  October 31, 2013
 
LONGBOW SECURITIES LIMITED
     
     
   
By:
 
   /s/ Mark Stoleson
       
Mark Stoleson
       
Director
         
Dated:  October 31, 2013
 
LEGATUM CAPITAL LIMITED
     
     
   
By:
 
   /s/ Mark Stoleson
       
Mark Stoleson
       
Director
         
Dated:  October 31, 2013
 
LEGATUM GLOBAL HOLDINGS LIMITED
     
     
   
By:
 
   /s/ Mark Stoleson
       
Mark Stoleson
       
Director
         
Dated:  October 31, 2013
 
SENATE LIMITED, ACTING ON BEHALF OF THAT CERTAIN TRUST FORMED UNDER THE LAWS OF THE CAYMAN ISLANDS AS OF 1 JULY 1996
     
     
   
By:
 
   /s/ Mark Stoleson
       
Mark Stoleson
       
Director
 
 
9
exa.htm
 
EXHIBIT A

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)


This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to their ownership of the Common Stock of Scorpio Tankers Inc. and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 31st day of October, 2013.

 
LONGBOW SECURITIES LIMITED
   
   
 
By:
 
   /s/ Mark Stoleson
     
Mark Stoleson
     
Director
       
 
LEGATUM CAPITAL LIMITED
   
   
 
By:
 
   /s/ Mark Stoleson
     
Mark Stoleson
     
Director
       
 
LEGATUM GLOBAL HOLDINGS LIMITED
   
   
 
By:
 
   /s/ Mark Stoleson
     
Mark Stoleson
     
Director
       
 
SENATE LIMITED, ACTING ON BEHALF OF THAT CERTAIN TRUST FORMED UNDER THE LAWS OF THE CAYMAN ISLANDS AS OF 1 JULY 1996
   
   
 
By:
 
   /s/ Mark Stoleson
     
Mark Stoleson
     
Director