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

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 16)

 
Soufun Holdings Limited
(Name of Issuer)
 
 
Class A ordinary shares, par value HK$1.00 per share
(Title of Class of Securities)
 
 
  836034108**  
(CUSIP Number)
 
 

James C. Lin

Davis Polk & Wardwell

Hong Kong Club Building

3A Chater Road

Hong Kong

+852 2533 3368

 
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
June 8, 2015
(Date of Event which Requires Filing of this Statement)
 
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*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.
 
**This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share. No CUSIP has been assigned to the Class A Ordinary Shares.
 
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).

  

 

 

 

 

CUSIP No. 836034108

13D Page 2 of 23 Pages

 

1.

NAME OF REPORTING PERSON

 

Hunt 7-A Guernsey L.P. Inc

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

912,936

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

912,936

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

912,936

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.6% (1)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

PN

       

(1) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

  

 

 

 

 

CUSIP No. 836034108

13D Page 3 of 23 Pages


1.

NAME OF REPORTING PERSON

 

Apax Europe VII-A L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

912,936

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

912,936

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

912,936

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.6% (2)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

PN

       

(2) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 4 of 23 Pages

 

1.

NAME OF REPORTING PERSON

 

Hunt 7-B Guernsey L.P. Inc

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

1,719,132

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

1,719,132

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,719,132

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.9% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

PN

       

(3) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

  

 

 

 

 

CUSIP No. 836034108

13D Page 5 of 23 Pages

  

1.

NAME OF REPORTING PERSON

 

Apax Europe VII-1 L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

1,719,132

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

1,719,132

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,719,132

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.9% (4)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

PN

       

(4) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 6 of 23 Pages

 

1.

NAME OF REPORTING PERSON

 

Apax Europe VII-B L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

1,719,132

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

1,719,132

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,719,132

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.9% (5)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

PN

       

(5) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 7 of 23 Pages

 

1.

NAME OF REPORTING PERSON

 

Apax Europe VI-1 L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

1,719,132

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

1,719,132

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,719,132

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.9% (6)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

PN

       

(6) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

  

 

 

 

CUSIP No. 836034108

13D Page 8 of 23 Pages

  

1.

NAME OF REPORTING PERSON

 

Hunt 7-A GP Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

2,632,068

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

2,632,068

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,632,068

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.5% (7)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

OO

       

(7) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

  

 

 

 

CUSIP No. 836034108

13D Page 9 of 23 Pages

  

1.

NAME OF REPORTING PERSON

 

Hunt 6-A Guernsey L.P. Inc

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

1,010,856

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

1,010,856

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,010,856

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7%(8)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

       

(8) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

  

 

 

 

CUSIP No. 836034108

13D Page 10 of 23 Pages

  

1.

NAME OF REPORTING PERSON

 

Hunt 6-A GP Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

1,010,856

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

1,010,856

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,010,856

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (9)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

OO

       

(9) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 11 of 23 Pages

 

1.

NAME OF REPORTING PERSON

 

Apax Europe VI-A, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

1,010,856

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

1,010,856

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,010,856

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7% (10)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

PN

       

(10) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 12 of 23 Pages

 

1.

NAME OF REPORTING PERSON

 

Apax Europe VI GP L.P. Inc

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

2,729,988

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

2,729,988

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,729,988

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7% (11)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

OO

       

(11) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

  

 

 

 

CUSIP No. 836034108

13D Page 13 of 23 Pages

  

1.

NAME OF REPORTING PERSON

 

Apax Europe VI GP Co. Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

2,729,988

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

2,729,988

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,729,988

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7%(12)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

OO

       

(12) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

  

 

 

 

CUSIP No. 836034108

13D Page 14 of 23 Pages

  

1.

NAME OF REPORTING PERSON

 

Apax Europe VII GP L.P. Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

2,632,068

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

2,632,068

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,632,068

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.5% (13)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

OO

       

(13) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 
 

 

CUSIP No. 836034108

13D Page 15 of 23 Pages

  

1.

NAME OF REPORTING PERSON

 

Apax Europe VII GP Co. Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

2,632,068

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

2,632,068

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,632,068

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.5% (13)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

OO

       

(13) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 
 

CUSIP No. 836034108

13D Page 16 of 23 Pages

 

This Amendment No. 16 (this “Amendment No. 16”) amends that certain Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2010 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on September 19, 2012 ( “Amendment No. 1”), Amendment No. 2 to the Original 13D filed with the SEC on November 29, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original 13D filed with the SEC on December 6, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original 13D filed with the SEC on January 9, 2014 (“Amendment No. 4”), Amendment No. 5 to the Original 13D filed with the SEC on June 6, 2014 (“Amendment No. 5”), Amendment No. 6 to the Original 13D filed with the SEC on June 13, 2014 (“Amendment No. 6”), Amendment No. 7 to the Original 13D filed with the SEC on September 30, 2014 (“Amendment No. 7”), Amendment No. 8 to the Original 13D filed with the SEC on December 23, 2014 (“Amendment No. 8”), Amendment No. 9 to the Original 13D filed with the SEC on February 12, 2015 (“Amendment No. 9”) , Amendment No. 10 to the Original 13D filed with the SEC on February 20, 2015 (“Amendment No.10”), Amendment No. 11 to the Original 13D filed with the SEC on March 16, 2015 (“Amendment No. 11”), Amendment No. 12 to the Original 13D filed with the SEC on March 20, 2015 (“Amendment No. 12”), Amendment No. 13 to the Original 13D filed with the SEC on March 23, 2015 (“Amendment No. 13”), Amendment No. 14 to the Original 13D filed with the SEC on March 31, 2015 (“Amendment No. 14”), Amendment No. 15 to the Original 13D filed with the SEC on May 21, 2015 (“Amendment No. 15” and together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14 and this Amendment No. 16, the “Schedule 13D”) relating to the Class A Ordinary Shares, HK$1.00 par value per share of SouFun Holdings Limited (the “Issuer”), a Cayman Islands exempted company with limited liability.  The Issuer’s American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share, are listed on the New York Stock Exchange under the symbol “SFUN.”

 

This Amendment No. 16 is being filed to report changes to the beneficial ownership as a result of the open market sales of ADSs, representing Class A Ordinary Shares by one or more Reporting Persons.

 

Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used therein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

 

Item 2. Identity and Background

 

The first sentence of the second paragraph of Item 2 is hereby amended and restated as follows:

 

Each of Apax 7-A, Apax 7-B and Apax 6-A is a Guernsey limited partnership and as of the date hereof, owns 912,936, 1,719,132 and 1,010,856 Class A Ordinary Shares, respectively.

 

The name, business address, present principal occupation or employment and citizenship of the directors, executive officers and control persons of the Reporting Persons as of June 9, 2015 is set forth on Schedule A.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended and supplemented by adding the following at the end thereof:

 

Between May 22, 2015 and June 8, 2015, the Reporting Persons sold an aggregate of 5,100,000 ADSs, representing 1,020,000 Class A Ordinary Shares, in open market transactions, which amount constitutes 1.75% of the outstanding Class A Ordinary Shares.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a), (b) and (c) are hereby amended and restated as follows:

 

(a) and (b)

 
 

CUSIP No. 836034108

13D Page 17 of 23 Pages

 

The information set forth in the cover pages of this Amendment No. 16 is incorporated herein by reference.

 

All ownership percentages set forth in this Item 5 are based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

Apax 7-A may be deemed to beneficially own 912,936 Class A Ordinary Shares, which amount constitutes 1.6% of the outstanding Class A Ordinary Shares.  Apax Europe VII-A, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.

 

Apax 7-B may be deemed to beneficially own 1,719,132 Class A Ordinary Shares, which amount constitutes 2.9% of the outstanding Class A Ordinary Shares.  Each of Apax Europe VII-1, L.P., Apax Europe VII-B, L.P. and Apax Europe VI-1, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.

 

Hunt 7-A GP Limited, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 2,632,068 Class A Ordinary Shares with Apax 7-A and Apax 7-B, which amount constitutes 4.5% of the outstanding Class A Ordinary Shares.

 

Apax 6-A may be deemed to beneficially own 1,010,856 Class A Ordinary Shares, which amount constitutes 1.7% of the outstanding Class A Ordinary Shares.  Each of Hunt 6-A GP Limited and Apax Europe VI-A, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.

 

Each of the Apax Europe VII Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 2,632,068 Class A Ordinary Shares with the Apax Europe VII Funds, which amount constitutes 4.5% of the outstanding Class A Ordinary Shares.

 

Each of the Apax Europe VI Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 2,729,988 Class A Ordinary Shares with the Apax Europe VI Funds, which amount constitutes 4.7% of the outstanding Class A Ordinary Shares.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of such persons, other than Apax 7-A, Apax 7-B or Apax 6-A that it is the beneficial owner of any of the Class A Ordinary Shares referred to herein for purposes of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(c) Other than as disclosed below, there have been no transactions in the Issuer’s shares by the Reporting Persons.

 

On May 22, 2015, Apax 7-A sold 200,484 ADSs, representing 40,097 Class A Ordinary Shares, Apax 7-B sold 377,528 ADSs, representing 75,505 Class A Ordinary Shares and Apax 6-A sold 221,988 ADSs, representing 44,398 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $8.077 per ADS, representing $40.385 per share.

 

On June 2, 2015, Apax 7-A sold 150,363 ADSs, representing 30,073 Class A Ordinary Shares, Apax 7-B sold 283,146 ADSs, representing 56,629 Class A Ordinary Shares and Apax 6-A sold 166,491 ADSs, representing 33,298 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $7.8034 per ADS, representing $39.017 per share.

 

On June 3, 2015, Apax 7-A sold 250,605 ADSs, representing 50,121 Class A Ordinary Shares, Apax 7-B sold 471,910 ADSs, representing 94,382 Class A Ordinary Shares and Apax 6-A sold 277,485 ADSs, representing 55,497 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $8.0562 per ADS, representing $40.281 per share.

 
 

CUSIP No. 836034108

13D Page 18 of 23 Pages

 

On June 8, 2015, Apax 7-A sold 676,634 ADSs, representing 135,327 Class A Ordinary Shares, Apax 7-B sold 1,274,156 ADSs, representing 254,831 Class A Ordinary Shares and Apax 6-A sold 749,210 ADSs, representing 149,842 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $8.5981 per ADS, representing $42.9905 per share.

 

 

 

 

 

CUSIP No. 836034108

13D Page 19 of 23 Pages

  

 

 

SIGNATURES

 

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.

Date: June 9, 2015

 

HUNT 7-A GUERNSEY L.P. INC
   
   
By: /s/ Gordon Purvis
  Name: Gordon Purvis
  Title: Director

 

 

HUNT 7-B GUERNSEY L.P. INC
   
   
By: /s/ Gordon Purvis
  Name: Gordon Purvis
  Title: Director

 

 

HUNT 7-A GP LIMITED
   
   
By: /s/ Gordon Purvis
  Name: Gordon Purvis
  Title: Director

 

 

HUNT 6-A GUERNSEY L.P. INC
   
   
By: /s/ Gordon Purvis
  Name: Gordon Purvis
  Title: Director

  

 

 

 

CUSIP No. 836034108

13D Page20 of 23 Pages

  

 

HUNT 6-A GP LIMITED
   
By: /s/ Gordon Purvis
  Name: Gordon Purvis
  Title: Director

  

BY APAX EUROPE VI GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VI GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VI-A, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

 

BY APAX EUROPE VI GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VI GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VI-1, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

 

BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VII-A, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

  

 

 

 

 

CUSIP No. 836034108

13D Page 21 of 23 Pages

 

 

 

BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VII-B, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

 

BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VII-1, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

 

APAX EUROPE VI GP L.P. INC.

 

By:  Apax Europe VI GP Co. Limited, its general partner

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director

 

APAX EUROPE VI GP CO. LIMITED
   
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director

 

 

 

 

CUSIP No. 836034108

13D Page 22 of 23 Pages

 

 

APAX EUROPE VII GP L.P. INC.

 

By:  Apax Europe VII GP Co. Limited, its general partner

 
   
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director

 

APAX EUROPE VII GP CO. LIMITED
   
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director

 
 

 

CUSIP No. 836034108

13D Page23 of 23 Pages

 

 

 

 

Schedule A

 

Name Present Principal Occupation or Employment and Business Address
   
Martin Halusa 
(Austrian citizen)

Director of Apax Europe VI GP Co. Limited

 

Director of Apax Europe VII GP Co. Limited
33 Jermyn Street, London SWIY 6DN

 

   
Denise Fallaize
(British citizen)

Director of Apax Europe VI GP Co. Limited

 

Director of Apax Europe VII GP Co. Limited
Third Floor, Royal Bank Place, 1 Glategeny Esplanade, St Peter Port, Guernsey GY1 2HJ

 

   
Andrew Guille  
(British citizen)

Director of Apax Europe VI GP Co. Limited

 

Director of Apax Europe VII GP Co. Limited

 

Third Floor, Royal Bank Place, 1 Glategeny Esplanade, St Peter Port, Guernsey GY1 2HJ

 

   
David Staples
 (British Citizen)

Director of Apax Europe VI GP Co. Limited

 

Director of Apax Europe VII GP Co. Limited
Third Floor, Royal Bank Place, 1 Glategeny Esplanade, St Peter Port, Guernsey GY1 2HJ

 

   
Simon Cresswell
(Australian citizen)

Director of Apax Europe VI GP Co. Limited

 

Director of Apax Europe VII GP Co. Limited

 

33 Jermyn Street, London SWIY 6DN

 

   
Nicholas Kershaw 
(British citizen)

Director of Apax Europe VI GP Co. Limited

 

Director of Apax Europe VII GP Co. Limited
Third Floor, Royal Bank Place, 1 Glategeny Esplanade, St Peter Port, Guernsey GY1 2HJ

 

   
Gordon Purvis
(British Citizen)

Director of Hunt 6-A GP Limited

 

Director of Hunt 7-A GP Limited
Mill Court, La Charroterie, St Peter Port, Guernsey GY1 3QZ

 

   
Roger Parry
(British citizen)

Director of Hunt 6-A GP Limited

 

Director of Hunt 7-A GP Limited
Mill Court, La Charroterie, St Peter Port, Guernsey GY1 3QZ

 

   
Dieudonne Sebahunde
(Belgian citizen)

Director of Hunt 6-A GP Limited

 

Director of Hunt 7-A GP Limited
1-3 Boulevard de la Foire, 1528 Luxembourg