SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.1)*
| SearchMedia Holdings Limited |
(Name of Issuer)
| Ordinary Shares |
(Title of Class of Securities)
| G8005Y 106 |
(CUSIP Number)
| February 23, 2012 |
(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 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).
(Continued on the Following Pages)
(Page 1 of 7 Pages)
| CUSIP No. G8005Y 106 | Page 2 of 7 |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Linden Capital LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
|
12. |
TYPE OF REPORTING PERSON*
PN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. G8005Y 106 | Page 3 of 7 |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Linden Ventures II (BVI) Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (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 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
|
12. |
TYPE OF REPORTING PERSON*
CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. G8005Y 106 | Page 4 of 7 |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Linden GP LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
|
12. |
TYPE OF REPORTING PERSON*
OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. G8005Y 106 | Page 5 of 7 |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Siu Min Wong | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
China | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
|
12. |
TYPE OF REPORTING PERSON*
IN, HC | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| Page 6 of 7 |
This Amendment No. 1 (“Amendment No. 1”) is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the Ordinary Shares, $.0001 par value per share (the “Common Stock”), of SearchMedia Holdings Limited (the “Issuer”) beneficially owned by the Reporting Persons specified herein as of February 23, 2012, and amends and supplements the Schedule 13G filed November 6, 2009 (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.
The names of the persons filing this statement on Amendment No. 1 are: Linden Capital LP, a Bermuda limited partnership (“Linden Capital”), Linden Ventures II (BVI) Ltd., a BVI company limited by shares (“Linden Ventures II”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), and Siu Min Wong (“Mr. Wong,” and collectively, the “Reporting Persons”).
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
As of February 23, 2012, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the outstanding Common Stock.
| 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| Item 10. | Certification. |
By signing below, the undersigned certifies that, to the best of its 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.
| Page 7 of 7 |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: March 30, 2012
LINDEN CAPITAL L.P.
By: Linden GP LLC, general partner
| By: | /S/ Siu Min Wong | |
| Siu Min Wong, | ||
| Managing Member |
LINDEN VENTURES II (BVI) LTD.
| By: | /S/ Craig Jarvis | |||
| Craig Jarvis, | ||||
| Authorized Signatory | ||||
| LINDEN GP LLC | ||||
| By: | /S/ Siu Min Wong | |||
| Siu Min Wong, | ||||
| Managing Member | ||||
| /S/ Siu Min Wong | ||||
| SIU MIN WONG | ||||