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3/A
WU BRUNO ZHENG filed this Form 3/A on 02/25/2016
Entire Document
 
SEC FORM 3/A 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*
Beijing Sun Seven Stars Culture Development Ltd

(Last) (First) (Middle)
EASTERN FANGZHENG ROAD,
SOUTHERN DONGYING VILLAGE, HANCUNHE TOWN

(Street)
FANGSHAN DIST, BEIJING F4 102423

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/21/2015
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)
12/31/2015
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)(2) 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) (3) 12/21/2017 Common Stock 1,818,182 2.75 D
Convertible Promissory Note(1)(2) (4) 05/21/2016 Common Stock 9,208,860(4) (4) D
1. Name and Address of Reporting Person*
Beijing Sun Seven Stars Culture Development Ltd

(Last) (First) (Middle)
EASTERN FANGZHENG ROAD,
SOUTHERN DONGYING VILLAGE, HANCUNHE TOWN

(Street)
FANGSHAN DIST, BEIJING F4 102423

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WU BRUNO ZHENG

(Last) (First) (Middle)
EASTERN FANGZHENG ROAD,
SOUTHERN DONGYING VILLAGE, HANCUNHE TOWN

(Street)
FANGSHAN DIST, BEIJING F4 102423

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tianjin Sun Seven Stars Partnership Management Co., Ltd.

(Last) (First) (Middle)
305-36 ROOM, 3RD FLOOR, D BUILDING
TIANJIN ETDA (NANGANG INDUSTRIAL ZONE)

(Street)
TIANJIN CITY F4 300280

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Yang Lan

(Last) (First) (Middle)
305-36 ROOM, 3RD FLOOR, D BUILDING
TIANJIN ETDA (NANGANG INDUSTRIAL ZONE)

(Street)
TIANJIN CITY F4 300280

(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 Beijing Sun Seven Stars Culture Development Limited ("SSS"). Bruno Wu is the spouse of Lan Yang and serves as the Chairman, Chief Executive Officer and Director of SSS and shares voting and dispositive power over the securities held by SSS; however, he disclaims beneficial ownership of the securities held by SSS except to the extent of his pecuniary interests therein. Tianjin Sun Seven Stars Partnership Management Co. Ltd. ("TSSS") is the direct controlling shareholder of SSS and shares voting and dispositive power over the securities held by SSS; however, TSSS disclaims beneficial ownership of the securities held by SSS except to the extent of its pecuniary interests therein.
2. Lan Yang is the direct controlling shareholder and the Chairperson of TSSS and shares voting and dispositive power over the securities held by SSS; however, she disclaims beneficial ownership of the securities held by SSS except to the extent of her pecuniary interests therein.
3. 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.
4. 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). This amendment is being filed solely to include each of Tianjin Sun Seven Stars Partnership Management Co., Ltd. and Lan Yang as a reporting person of the original Form 3 filed on December 31, 2015. No other changes to the original Form 3 filing are made by this amendment.
/s/ William Haddad, Attorney-in-Fact for SSS (power of attorney previously filed) 02/25/2016
/s/ William Haddad, Attorney-in-Fact for Bruno Wu (power of attorney previously filed) 02/25/2016
/s/ William Haddad, Attorney-in-Fact for TSSS 02/25/2016
/s/ William Haddad, Attorney-in-Fact for Lan Yang 02/25/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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