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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
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