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SUN SEVEN STARS HONG KONG CULTURAL DEVELOPMENT LTD filed this Form 3 on 02/26/2016
Entire Document
 
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Sun Seven Stars Hong Kong Cultural Development Ltd

(Last) (First) (Middle)
6TH FLOOR, WING ON CENTRE,
111 CONNAUGHT ROAD CENTRAL

(Street)
HONG KONG K3

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2015
3. Issuer Name and Ticker or Trading Symbol
YOU ON DEMAND HOLDINGS, INC. [ YOD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 4,545,454 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant(1) (2) 12/21/2017 Common Stock 1,818,182 2.75 D
Convertible Promissory Note(1) (3) 05/21/2016 Common Stock 9,208,860(3) (3) D
1. Name and Address of Reporting Person*
Sun Seven Stars Hong Kong Cultural Development Ltd

(Last) (First) (Middle)
6TH FLOOR, WING ON CENTRE,
111 CONNAUGHT ROAD CENTRAL

(Street)
HONG KONG K3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tianjin Sun Seven Stars Culture Development Ltd

(Last) (First) (Middle)
EASTERN FANGZHENG ROAD
SOUTHERN DONGYING VILLAGE

(Street)
HANCUNHE TOWN F4 F4 102423

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shanghai Sun Seven Stars Cultural Development Ltd

(Last) (First) (Middle)
EASTERN FANGZHENG ROAD
SOUTHERN DONGYING VILLAGE

(Street)
HANCUNHE TOWN F4 F4 102423

(City) (State) (Zip)
Explanation of Responses:
1. The shares of common stock, warrant to purchase shares of common stock and convertible promissory note are held directly by Sun Seven Stars Hong Kong Cultural Development Limited ("SSSHKCD"), and were assigned to SSSHKCD from its indirect parent Beijing Sun Seven Stars Culture Development Limited ("SSS"). SSS still beneficially owns the shares and other securities reported on its Form 3 filed on December 31, 2015 and amended on February 25, 2016. Shanghai Sun Seven Stars Cultural Development Limited ("SSSSCD") is the sole shareholder of SSSHKCD, Tianjin Sun Seven Stars Culture Development Limited ("TSSSCD") is the sole shareholder of SSSSCD and SSS is the sole shareholder of TSSSCD. Each of TSSSCD and SSSSCD shares voting and dispositive power over the securities held by SSSHKCD; however, each of TSSSCD and SSSSCD disclaims beneficial ownership of the securities held by SSSHKCD except to the extent of each such entity's pecuniary interests therein.
2. The warrant is exercisable at any time, provided that absent receipt of shareholder approval, the warrant may not be exercised to the extent that such exercise would result in the holder beneficially owning more than 19.99% of the issuer's outstanding common stock.
3. The convertible promissory note has a stated principal amount of $17.7 million and bears interest at the rate of 0.56% per annum, and will automatically convert into 9,208,860 shares of common stock upon receipt of shareholder approval of conversion. Until shareholder approval is received, the convertible promissory note may not be converted to the extent that such conversion would result in the holder beneficially owning more than 19.99% of the issuer's outstanding common stock.
Remarks:
Exhibit 24.1 - Power of Attorney (filed herewith) Exhibit 24.2 - Power of Attorney (filed herewith) Exhibit 24.3 - Power of Attorney (filed herewith)
/s/ William Haddad, Attorney-in-Fact for SSSHKCD 02/26/2016
/s/ William Haddad, Attorney-in-Fact for TSSSCD 02/26/2016
/s/ William Haddad, Attorney-in-Fact for SSSSCD 02/26/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

(For Executing Form ID and Forms 3, 4 and 5 and Schedule 13D)

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of William Haddad, Garth Osterman, Marianne Sarrazin and Eric Steiner of Cooley LLP, and Jin Shi of You on Demand, Inc. (the “Company”), signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:

 

(1)          Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

 

(2)          Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Schedule 13D or Schedule 13G (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13(d) and (g) of the Exchange Act and the rules thereunder in the undersigned’s capacity as beneficial owner of more than 5a% of a registered class of securities of the Company;

 

(2)          Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 and Schedules 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) and file such forms or schedules with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(3)          Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

Date: February 6, 2016Sun Seven Stars Hong Kong Cultural Development Limited
   
  By: /s/ Polly Pao Yun Wang
  Name:  Polly Pao Yun Wang
  Title: Director

  

 

 

Exhibit 24.2

 

POWER OF ATTORNEY

 

(For Executing Form ID and Forms 3, 4 and 5 and Schedule 13D)

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of William Haddad, Garth Osterman, Marianne Sarrazin and Eric Steiner of Cooley LLP, and Jin Shi of You on Demand, Inc. (the “Company”), signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:

 

(1)          Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

 

(2)          Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Schedule 13D or Schedule 13G (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13(d) and (g) of the Exchange Act and the rules thereunder in the undersigned’s capacity as beneficial owner of more than 5a% of a registered class of securities of the Company;

 

(2)          Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 and Schedules 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) and file such forms or schedules with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(3)          Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.

 

                IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

Date: February 10, 2016

Tianjin Sun Seven Stars Culture Development Limited

   
  By: /s/ Yun Zhu
  Name: 

Yun Zhu

  Title:

Chief Executive Officer

  

 

 

Exhibit 24.3

 

POWER OF ATTORNEY

 

(For Executing Form ID and Forms 3, 4 and 5 and Schedule 13D)

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of William Haddad, Garth Osterman, Marianne Sarrazin and Eric Steiner of Cooley LLP, and Jin Shi of You on Demand, Inc. (the “Company”), signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:

 

(1)          Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

 

(2)          Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Schedule 13D or Schedule 13G (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13(d) and (g) of the Exchange Act and the rules thereunder in the undersigned’s capacity as beneficial owner of more than 5a% of a registered class of securities of the Company;

 

(2)          Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 and Schedules 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) and file such forms or schedules with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(3)          Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.

 

                IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

Date: February 10, 2016

Shanghai Sun Seven Stars Cultural Development Limited

   
  By: /s/ Bruno Wu
  Name:  Bruno Wu
  Title:

Chief Executive Officer