UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ 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 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.
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).
** For Sandgrain Securities Inc. and Angelo Frank Perrone only.
CUSIP No. |
290138205 |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Expedia Asia Pacific Alpha Limited (formerly known as IACT Asia Pacific Limited) No I.R.S Identification Number | ||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 0 ordinary shares | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 ordinary shares (1) | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (2) | |||||
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) | ||||
44.3% (3) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
00 a limited liability company |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Expedia, Inc. 91-1996083 |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Washington | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 0 ordinary shares (4) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (4) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 ordinary shares (4) | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (4) | |||||
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) | ||||
44.3% (5) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Expedia, Inc. 91-1996085 |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 0 ordinary shares (6) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (6) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 ordinary shares (6) | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (6) | |||||
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) | ||||
44.3% (7) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Barry Diller N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 0 ordinary shares (8) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (8) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 ordinary shares (8) | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (8) | |||||
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) | ||||
44.3% (9) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Billable Development, Ltd. No I.R.S. Identification Number |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 6,341 ordinary shares (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 6,341 ordinary shares | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO a limited liability company |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Xiaojian Zhong N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 6,341 ordinary shares (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (12) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 6,341 ordinary shares | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (12) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Lawrence Auriana N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 3,911,111.12 ordinary shares (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 ordinary shares | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Sandgrain Securities Inc. 11-300-6260 |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 0 ordinary shares | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 ordinary shares | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 3,911,111.12 ordinary shares | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,911,111.12 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) | ||||
21.1% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
BD |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Angelo Frank Perrone N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 0 ordinary shares | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 ordinary shares | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 3,911,111.12 ordinary shares | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,911,111.12 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) | ||||
21.1% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
BD |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Peter Lerner N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 0.55 ordinary shares (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0.55 ordinary shares (10) | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Ira S. Nordlicht & Helen S. Scott JTWROS N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 97,777.78 ordinary shares (10), of which 97,776 ordinary shares are represented by 48,888 American depositary shares of eLong, Inc. (Each American depositary share represents two ordinary shares.) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
97,777.78 ordinary shares (10), of which 97,776 ordinary shares are represented by 48,888 American depositary shares of eLong, Inc. (Each American depositary share represents two ordinary shares.) | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Purple Mountain Holding, Ltd. No I.R.S. Identification Number |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 4,151,441.55 ordinary shares (10), of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc. (Each American depositary share represents two ordinary shares.) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
4,151,441.55 ordinary shares (10), of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc. (Each American depositary share represents two ordinary shares.) | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO a limited liability company |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Justin Tang N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ * Only with respect to the shared voting power under the Investors Agreement | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 4,457,691.55 ordinary shares (10), of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc. (Each American depositary share represents two ordinary shares.) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (13) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
4,457,691.55 ordinary shares(10), of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc. (Each American depositary share represents two ordinary shares.) | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,791,454 ordinary shares (13) | |||||
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) | ||||
45.1% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Mind Trade Assets Limited No I.R.S. Identification Number |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO a limited liability company |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Richard Chen N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ * Only with respect to the shared voting power under the Investors Agreement | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (14) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate (10) | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (14) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Gold Partner Consultants Limited No I.R.S. Identification Number |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO a limited liability company |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Faith Huang N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (15) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (15) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Top River Assets Limited No I.R.S. Identification Number |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate (10) | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO a limited liability company |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Frank Zheng N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ * Only with respect to the shared voting power under the Investors Agreement | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (16) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate (10) | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (16) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Wang Gui Ying N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 160 ordinary shares (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 160 ordinary shares | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Wang Yi Jie N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 42,736 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 85,472 ordinary shares in the aggregate (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
42,736 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 85,472 ordinary shares in the aggregate (10) | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
1. | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Sun Li Ming N/A |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 40,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 80,000 ordinary shares in the aggregate (10) | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 9,485,204 ordinary shares (11) | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON WITH |
40,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 80,000 ordinary shares in the aggregate | ||||
8. | SHARED DISPOSITIVE POWER | ||||
0 ordinary shares | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,485,204 ordinary shares (11) | |||||
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) | ||||
44.3% | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Item 1. |
||||
(a) | Name of Issuer eLong, Inc. |
|||
(b) | Address of Issuers Principal Executive Offices | |||
Block B, Xingke Plaza 10 Jiuxianqiao Zhonglu Chaoyuag District Beijing 100016 Peoples Republic of China |
||||
Item 2. |
||||
(a) | Name of Person Filing Expedia Asia Pacific Alpha Limited, (formerly known as IACT Asia Pacific Limited), Expedia Washington, Expedia Delaware, Barry Diller, Billable Development, Ltd., Xiaojian Zhong, Lawrence Auriana, Sandgrain Securities Inc., Angelo Frank Perrone, Peter Lerner, Ira S. Nordlicht & Helen S. Scott, JTWROS, Purple Mountain Holding, Ltd., Justin Tang, Mind Trade Assets Limited, Richard Chen, Gold Partner Consultants Limited, Faith Huang, Top River Assets Limited, Frank Zheng, Wang Gui Ying, Sun Li Ming and Wang Yi Jie. The persons named in this paragraph are referred to individually herein as a Reporting Person and collectively as the Reporting Persons. |
|||
(b) | Address of Principal Business Office or, if none, Residence: | |||
Expedia Asia Pacific Alpha Limited c/o Expedia, Inc. 333 108th Avenue NE Bellevue, WA 98004 USA |
||||
Expedia, Inc. (Washington) 333 108th Avenue NE Bellevue, WA 98004 USA |
||||
Expedia, Inc. (Delaware) 333 108th Avenue NE Bellevue, WA 98004 USA |
||||
Barry Diller c/o IAC/InterActiveCorp 555 West 18th Street New York, NY 10011 USA |
||||
Billable Development, Ltd. Room 1401, Hung Kei Mansion 8 Victoria Street Central Hong Kong |
Xiaojian Zhong Room 1401, Hung Kei Mansion 8 Victoria Street Central Hong Kong |
||||
Lawrence Auriana 140 E. 45th Street 43rd Floor New York, NY 10017 USA |
||||
Sandgrain Securities Inc. 1050 Franklin Avenue Suite 104 Garden City, NY 11530 USA |
||||
Angelo Frank Perrone c/o Sandgrain Securities Inc. 1050 Franklin Avenue Suite 104 Garden City, NY 11530 USA |
||||
Peter Lerner Harbor Road, Harbor Acres New York, NY 11050 USA |
||||
Ira S. Nordlicht & Helen S. Scott c/o Nordlicht & Hand 645 Fifth Avenue New York, NY 10022 USA |
||||
Purple Mountain Holding, Ltd. #3701, Fortune Plaza 7 Dong San Huan Middle Road Chao Yang District Beijing 100020 Peoples Republic of China |
||||
Justin Tang #3701, Fortune Plaza 7 Dong San Huan Middle Road Chao Yang District Beijing 100020 Peoples Republic of China |
||||
Mind Trade Assets Limited Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 100020 Peoples Republic of China |
Richard Chen Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 100020 Peoples Republic of China |
||||
Gold Partner Consultants Limited Jianwai Soho 2-1605 39 East Third Ring Middle Road Beijing 100022 Peoples Republic of China |
||||
Faith Huang Jianwai Soho 2-1605 39 East Third Ring Middle Road Beijing 100022 Peoples Republic of China |
||||
Top River Assets Limited Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 Peoples Republic of China |
||||
Frank Zheng Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 Peoples Republic of China |
||||
Wang Gui Ying Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 Peoples Republic of China |
||||
Sun Li Ming Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 Peoples Republic of China |
||||
Wang Yi Jie Suite 602, 603 & 604 Union Plaza Chao Yang Men Wai Avenue Beijing 10020 Peoples Republic of China |
(c) | Citizenship | |||
The following Reporting Persons are limited liability companies organized under the laws of the British Virgin Islands: Billable Development Ltd., Purple Mountain Holding, Ltd., Mind Trade Assets Limited, Gold Partner Consultants Limited and Top River Assets Limited. | ||||
The following Reporting Person is a limited liability company organized under the laws of the Cayman Islands: Expedia Asia Pacific Alpha Limited. | ||||
The following Reporting Persons are corporations organized under the laws of the state of Delaware: Sandgrain Securities Inc. and Expedia, Inc. (Delaware). | ||||
The following Reporting Person is a corporation organized under the laws of the state of Washington: Expedia, Inc. (Washington). | ||||
The following Reporting Persons are citizens of the United States: Barry Diller, Lawrence Auriana, Peter Lerner, Ira S. Nordlicht & Helen S. Scott and Angelo Frank Perrone. | ||||
The following Reporting Persons are citizens of the Peoples Republic of China: Xiaojian Zhong, Justin Tang, Richard Chen, Faith Huang, Frank Zheng, Wang Gui Ying, Sun Li Ming and Wang Yi Jie. | ||||
(d) | Title of Class of Securities Ordinary Shares, $.01 par value per share |
|||
(e) | CUSIP Number 290138205 |
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: | |||||
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | ||||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
(g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | o | 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) | o | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||||
(k) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||||
Not Applicable. |
Item 4.
|
Ownership |
(a) | Amount beneficially owned: | |||
Expedia Asia Pacific Alpha Limited is the record owner of an option to purchase 156,536 ordinary shares, which is not currently exercisable. By virtue of the fact that Expedia Washington has ultimate voting and investment power over Expedia Asia Pacific Alpha Limited, Expedia Washington may be deemed to beneficially own such option to purchase such ordinary shares. By virtue of the fact that Expedia Delaware has ultimate voting and investment power over Expedia Washington, which has ultimate voting and investment power over Expedia Asia Pacific Alpha Limited, Expedia Delaware may be deemed to beneficially own such option to purchase such ordinary shares. Barry Diller is the Chairman and Senior Executive of Expedia Delaware. Mr. Diller and Liberty Media Corporation are parties to a Stockholders Agreement (the Expedia Stockholders Agreement) relating to Expedia Delaware. Through his own holdings and the Expedia Stockholders Agreement, Mr. Diller generally has the ability to control the outcome of all matters submitted to a vote of Expedia Delawares stockholders (except with regard to certain specified matters). Therefore, Mr. Diller may be deemed to beneficially own the option to purchase 156,536 ordinary shares, which is not currently exercisable, held by Expedia Asia Pacific Alpha Limited. | ||||
Billable Development, Ltd. is the record owner of 6,341 ordinary shares. By virtue of the fact that Xiaojian Zhong holds ultimate investment and voting power over Billable Development, Ltd., Mr. Zhong may be deemed to beneficially own such ordinary shares. | ||||
Lawrence Auriana is the record owner of 3,911,111.12 ordinary shares. Such 3,911,111.12 ordinary shares held of record by Mr. Auriana are placed in a discretionary account with Sandgrain Securities Inc. with Angelo Frank Perrone being authorized to direct the disposition of such shares. As a result, Sandgrain Securities Inc. and Mr. Perrone may be deemed to beneficially own such 3,911,111.12 ordinary shares. | ||||
Peter Lerner is the record owner of 0.55 ordinary shares. | ||||
Ira S. Nordlicht & Helen S. Scott JTWROS are the record owners of 97,777.78 ordinary shares, of which 97,776 ordinary shares are represented by 48,888 American depositary shares of eLong, Inc. Each American depositary share of eLong, Inc. represents two ordinary shares. | ||||
Purple Mountain Holding, Ltd. is the record owner of 4,151,441.55 shares, which includes (i) 1,438,747.55 ordinary shares, of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc., and (ii) 2,906,250 ordinary shares issuable upon the exercise of options held by Purple Mountain Holding, Ltd. that are vested or that will vest within 60 days from December 31, 2008. By virtue of the fact that Justin Tang holds ultimate investment and voting power over Purple Mountain Holding, Ltd., Mr. Tang may be deemed to beneficially own such ordinary shares. In addition, Mr. Tang holds 306,250 ordinary shares issuable upon the exercise of options that are vested or that will vest within 60 days from December 31, 2008. | ||||
Mind Trade Assets Limited is the record owner of 235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate. By virtue of the fact that Richard Chen holds ultimate investment and voting power over Mind Trade Assets Limited, Mr. Chen may be deemed to beneficially own such ordinary shares. | ||||
Gold Partner Consultants Limited is the record owner of 161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate. By virtue of the fact that Faith Huang holds ultimate investment and voting power over Gold Partner Consultants Limited, Ms. Huang may be deemed to beneficially own such ordinary shares. | ||||
Top River Assets Limited is the record owner of 180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate. By virtue of the fact that Frank Zheng holds ultimate investment and voting power over Top River Assets Limited, Mr. Zheng may be deemed to beneficially own such ordinary shares. | ||||
Wang Gui Ying is the record owner of 160 ordinary shares. | ||||
Wang Yi Jie is the record owner of 42,736 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 85,472 ordinary shares in the aggregate. |
Sun Li Ming is the record owner of 40,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 80,000 ordinary shares in the aggregate. | ||||
All ordinary shares and options to purchase ordinary shares referenced above (except for the options to purchase ordinary shares held by Mr. Tang) are collectively referred to herein as the Record Shares. | ||||
Each of the Reporting Persons (except for Sandgrain Securities Inc. and Mr. Perrone) shares voting power of the Record Shares owned by the other Reporting Persons (except for Sandgrain Securities Inc. and Mr. Perrone) by virtue of the Investors Agreement and with respect to Expedia Washington, Expedia Delaware and Barry Diller, and Messrs. Tang, Zhong, Chen, Zheng and Ms. Huang, by virtue of the fact that they have direct or indirect ultimate investment and voting power over Expedia Asia Pacific Alpha Limited, Purple Mountain Holding, Ltd., Billable Development, Ltd., Mind Trade Assets Limited, Top River Assets Limited and Gold Partner Consulting Limited, respectively. Therefore, each Reporting Person (except for Sandgrain Securities Inc. and Mr. Perrone) may be deemed to beneficially own all of the Record Shares. | ||||
Each Reporting Person disclaims beneficial ownership of ordinary shares and options to purchase ordinary shares referred to herein except for the ordinary shares and options, if any, such Reporting Person holds of record. |
(b) | Percent of class: | |
Each Reporting Person except for Sandgrain Securities Inc. and Messrs. Perrone and Tang: 44.3%. | ||
Sandgrain Securities Inc. and Mr. Perrone: 21.1%. | ||
Justin Tang: 45.1%. | ||
The foregoing percentages are calculated based on 21,430,437 ordinary shares of eLong, Inc. issued and outstanding as of December 31, 2008, as adjusted pursuant to Rule 13d-3(d)(1). | ||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote | ||
0 ordinary shares for Expedia Asia Pacific Alpha Limited, Expedia Washington, Expedia Delaware and Barry Diller.* | |||
6,341 ordinary shares for Billable Development and Xiaojian Zhong. | |||
3,911,111.12 ordinary shares for Lawrence Auriana. | |||
0 ordinary shares for Sandgrain Securities Inc. and Mr. Perrone. | |||
0.55 ordinary shares for Peter Lerner. | |||
97,777.78 ordinary shares for Ira S. Nordlicht & Helen S. Scott JTWROS, of which 97,776 ordinary shares are represented by 48,888 American depositary shares of eLong, Inc. Each American depositary share of eLong, Inc. represents two ordinary shares. | |||
4,151,441.55 ordinary shares for Purple Mountain Holding, Ltd., of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc., and 4,457,691.55 ordinary shares for Justin Tang. Each American depositary share of eLong, Inc. represents two ordinary shares. | |||
235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate for Mind Trade Assets Limited and Richard Chen. | |||
161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate for Gold Partner Consultants Limited and Faith Huang. | |||
180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate for Top River Assets Limited and for Frank Zheng. | |||
160 ordinary shares for Wang Gui Ying. | |||
42,736 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 85,472 ordinary shares in the aggregate for Wang Yi Jie. | |||
40,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 80,000 ordinary shares in the aggregate for Sun Li Ming. | |||
* See also footnotes 1 and 3 for a description of Expedia Asia Pacific Alpha Limiteds ownership of 28,550,704 High-Vote Ordinary Shares. | |||
(ii) | Shared power to vote or to direct the vote | ||
9,485,204 ordinary shares for each Reporting Person except for Sandgrain Securities Inc. and Perrone. |
(iii) | Sole power to dispose or to direct the disposition of | ||
0 ordinary shares for Expedia Asia Pacific Alpha Limited, Expedia Washington, Expedia Delaware and Barry Diller.* | |||
6,341 ordinary shares for Billable Development and Xiaojian Zhong. | |||
0 ordinary shares for Lawrence Auriana. | |||
3,911,111.12 ordinary shares for Sandgrain Securities Inc. and Mr. Perrone. | |||
0.55 ordinary shares for Peter Lerner. | |||
97,777.78 ordinary shares for Ira S. Nordlicht & Helen S. Scott JTWROS, of which 97,776 ordinary shares are represented by 48,888 American depositary shares of eLong, Inc. Each American depositary share of eLong, Inc. represents two ordinary shares. | |||
4,151,441.55 ordinary shares for Purple Mountain Holding, Ltd., of which 1,245,190 ordinary shares are represented by 622,595 American depositary shares of eLong, Inc., and 4,457,691.55 ordinary shares for Justin Tang. Each American depositary share of eLong, Inc. represents two ordinary shares. | |||
235,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 470,000 ordinary shares in the aggregate for Mind Trade Assets Limited and Richard Chen. | |||
161,450 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 322,900 ordinary shares in the aggregate for Gold Partner Consultants Limited and Faith Huang. | |||
180,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 360,000 ordinary shares in the aggregate for Top River Assets Limited and Frank Zheng. | |||
160 ordinary shares for Wang Gui Ying. | |||
42,736 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 85,472 ordinary shares in the aggregate for Wang Yi Jie. | |||
40,000 American depositary shares of eLong, Inc., each of which represents two ordinary shares, or 80,000 ordinary shares in the aggregate for Sun Li Ming. | |||
* See also footnotes 1 and 3 for a description of Expedia Asia Pacific Alpha Limiteds ownership of 28,550,704 High-Vote Ordinary Shares. | |||
(iv) | Shared power to dispose or to direct the disposition of | ||
0 shares for each Reporting Person. |
Expedia Asia Pacific Alpha Limited |
||||
By: | /s/ Burke F. Norton | |||
Name: | Burke F. Norton | |||
Title: | Director | |||
Expedia, Inc. (Washington) |
||||
By: | /s/ Burke F. Norton | |||
Name: | Burke F. Norton | |||
Title: | Executive Vice President, General Counsel & Secretary | |||
Expedia, Inc. (Delaware) |
||||
By: | /s/ Burke F. Norton | |||
Name: | Burke F. Norton | |||
Title: | Executive Vice President, General Counsel & Secretary | |||
/s/ Barry Diller | ||||
Barry Diller | ||||
Billable Development, Ltd. |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Xiaojian Zhong | ||||
* | ||||
Lawrence Auriana | ||||
Sandgrain Securities Inc. |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Angelo Frank Perrone | ||||
* | ||||
Peter Lerner | ||||
* | ||||
Ira S. Nordlicht and Helen S. Scott JTWROS | ||||
Purple Mountain Holding, Ltd. |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Justin Tang | ||||
Mind Trade Assets Limited |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Richard Chen | ||||
Gold Partner Consultants Limited |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Faith Huang | ||||
Top River Assets Limited |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Frank Zheng | ||||
* | ||||
Wang Gui Ying | ||||
* | ||||
Sun Li Ming | ||||
* | ||||
Wang Yi Jie | ||||
*By: | /s/ Justin Tang | |||
Name: | Justin Yue Tang | |||
Title: | Attorney-in-Fact | |||
* | Only with respect to the voting power under the Investors Agreement. |
Expedia Asia Pacific Alpha Limited |
||||
By: | /s/ Burke F. Norton | |||
Name: | Burke F. Norton | |||
Title: | Director | |||
Expedia, Inc. (Washington) |
||||
By: | /s/ Burke F. Norton | |||
Name: | Burke F. Norton | |||
Title: | Executive Vice President, General Counsel & Secretary | |||
Expedia, Inc. (Delaware) |
||||
By: | /s/ Burke F. Norton | |||
Name: | Burke F. Norton | |||
Title: | Executive Vice President, General Counsel & Secretary | |||
/s/ Barry Diller | ||||
Barry Diller |
||||
Billable Development, Ltd. |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Xiaojian Zhong |
||||
* | ||||
Lawrence Auriana |
||||
Sandgrain Securities Inc. |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Angelo Frank Perrone |
||||
* | ||||
Peter Lerner |
||||
* | ||||
Ira S. Nordlicht and Helen S. Scott JTWROS |
||||
Purple Mountain Holding, Ltd. |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Justin Tang |
||||
Mind Trade Assets Limited |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* |
||||
Richard Chen |
||||
Gold Partner Consultants Limited |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* | ||||
Faith Huang |
||||
Top River Assets Limited |
||||
By: | * | |||
Name: | ||||
Title: | ||||
* |
||||
Frank Zheng |
||||
* | ||||
Wang Gui Ying |
||||
* | ||||
Sun Li Ming |
||||
* | ||||
Wang Yi Jie |
||||
*By: | /s/ Justin Tang | |||
Name: | Justin Yue Tang | |||
Title: | Attorney-in-Fact | |||
IACT Asia Pacific Limited |
||||
By: | /s/ Keenan Conder | |||
Name: | Keenan Conder | |||
Title: | Director | |||
Expedia, Inc. |
||||
By: | /s/ Keenan Conder | |||
Name: | Keenan Conder | |||
Title: | SVP, General Counsel & Secretary | |||
IAC/InterActiveCorp |
||||
By: | /s/ Greg Blatt | |||
Name: | Greg Blatt | |||
Title: | SVP, General Counsel & Secretary | |||
/s/ Barry Diller | ||||
Barry Diller | ||||
Billable Development, Ltd. |
||||
By: | /s/ Xiaojian Zhong | |||
Name: | Xiaojian Zhong | |||
Title: | ||||
/s/ Xiaojian Zhong | ||||
Xiaojian Zhong | ||||
/s/ Lawrence Auriana | ||||
Lawrence Auriana | ||||
Sandgrain Securities Inc. |
||||
By: | /s/ Authorized Representative | |||
Name: | ||||
Title: | ||||
/s/ Angelo Frank Perrone | ||||
Angelo Frank Perrone | ||||
/s/ Peter Lerner | ||||
Peter Lerner | ||||
/s/ Ira S. Nordlicht and Helen S. Scott | ||||
Ira S. Nordlicht and Helen S. Scott JTWROS | ||||
Purple Mountain Holding, Ltd. |
||||
By: | /s/ Justin Tang | |||
Name: | Justin Tang | |||
Title: | ||||
/s/ Justin Tang | ||||
Justin Tang | ||||
Time Intelligent Finance Limited |
||||
By: | /s/ Lee Zhang | |||
Name: | Lee Zhang | |||
Title: | ||||
/s/ Lee Zhang | ||||
Lee Zhang | ||||
Mind Trade Assets Limited |
||||
By: | /s/ Richard Chen | |||
Name: | Richard Chen | |||
Title: |
/s/ Richard Chen | ||||
Richard Chen | ||||
Gold Partner Consultants Limited |
||||
By: | /s/ Faith Huang | |||
Name: | Faith Huang | |||
Title: | ||||
/s/ Faith Huang | ||||
Faith Huang | ||||
Top River Assets Limited |
||||
By: | /s/ Frank Zheng | |||
Name: | Frank Zheng | |||
Title: | ||||
/s/ Frank Zheng | ||||
Frank Zheng | ||||
/s/ Wang Gui Ying | ||||
Wang Gui Ying | ||||
/s/ Sun Li Ming | ||||
Sun Li Ming | ||||
/s/ Wang Yi Jie | ||||
Wang Yi Jie | ||||
/s/ Pan Dai | ||||
Pan Dai | ||||