*
|
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.
|
(1)
|
|
Names of reporting person
Kaisa Group Holdings Limited
|
||||
(2)
|
|
Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ☐
|
||||
(3)
|
|
SEC use only
|
||||
(4)
|
|
Source of funds (see instructions)
WC
|
||||
(5)
|
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
||||
(6)
|
|
Citizenship or place of organization
Cayman Islands
|
||||
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7)
|
|
Sole voting power
None
|
||
|
(8)
|
|
Shared voting power
7,607,069 Common Shares
|
|||
|
(9)
|
|
Sole dispositive power
None
|
|||
|
(10)
|
|
Shared dispositive power
7,607,069 Common Shares
|
|||
(11)
|
|
Aggregate amount beneficially owned by the reporting person
7,607,069 Common Shares
|
||||
(12)
|
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
||||
(13)
|
|
Percent of class represented by amount in Row (11)
Approximately 20.7%1
|
||||
(14)
|
|
Type of reporting person (see instructions)
CO
|
1
|
Calculated based on 36,763,191 Common Shares of the Issuer outstanding as of July 11, 2017.
|
(1)
|
|
Names of reporting person
Greater Sail Limited
|
|||
(2)
|
|
Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ☐
|
|||
(3)
|
|
SEC use only
|
|||
(4)
|
|
Source of funds (see instructions)
AF
|
|||
(5)
|
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|||
(6)
|
|
Citizenship or place of organization
British Virgin Islands
|
|||
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7)
|
|
Sole voting power
None
|
|
|
(8)
|
|
Shared voting power
7,607,069 Common Shares
|
||
|
(9)
|
|
Sole dispositive power
None
|
||
|
(10)
|
|
Shared dispositive power
7,607,069 Common Shares
|
||
(11)
|
|
Aggregate amount beneficially owned by the reporting person
7,607,069 Common Shares
|
|||
(12)
|
|
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
|||
(13)
|
|
Percent of class represented by amount in Row (11)
Approximately 20.7% 2
|
|||
(14)
|
|
Type of reporting person (see instructions)
CO
|
2
|
Calculated based on 36,763,191 Common Shares of the Issuer outstanding as of July 11, 2017.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Trade Date
|
Number of
Common Shares
|
Average Price Per
Common Share
|
August 29, 2017
|
12,100
|
$10.40
|
August 30, 2017
|
6,000
|
$10.40
|
August 31, 2017
|
24,739
|
$10.40
|
September 1, 2017
|
33,500
|
$10.38
|
September 5, 2017
|
11,400
|
$10.40
|
September 6, 2017
|
65,142
|
$10.40
|
September 7, 2017
|
1,810
|
$10.40
|
September 8, 2017
|
56,700
|
$10.40
|
September 11, 2017
|
13,865
|
$10.40
|
September 12, 2017
|
41,075
|
$10.40
|
September 13, 2017
|
21,400
|
$10.39
|
September 15, 2017
|
3,800
|
$10.40
|
September 18, 2017
|
14,700
|
$10.35
|
September 21, 2017
|
58,481
|
$10.40
|
September 22, 2017
|
21,807
|
$10.40
|
September 25, 2017
|
12,612
|
$10.39
|
Item 7.
|
Material to Be Filed as Exhibits.
|
1
|
Joint Filing Agreement dated as of July 12, 2017, by the Reporting Persons (incorporated by reference to the Schedule 13D dated July 12, 2017)
|
|
2 |
Share Purchase Agreement dated as of July 11, 2017, by and among Mr. Ming Kown Koo, Ms. Sui Sin Cho and Kaisa Group Holdings Limited (incorporated by reference to the Schedule 13D dated July 12, 2017)
|
Dated: September 26, 2017
|
|
|
|
|||||
Kaisa Group Holdings Limited
|
||||||||
|
|
|||||||
|
|
By:
|
|
/s/ Felix Law
|
||||
|
|
Name:
|
|
Felix Law
|
||||
|
|
Title:
|
|
Authorized Person
|
||||
Greater Sail Limited
|
||||||||
|
|
|||||||
|
|
By:
|
|
/s/ Felix Law
|
||||
|
|
Name:
|
|
Felix Law
|
||||
|
|
Title:
|
|
Authorized Person
|