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Name | Symbol | Market | Type |
---|---|---|---|
Studio City International Holdings Limited | NYSE:MSC | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.10 | -1.41% | 7.00 | 7.36 | 6.90 | 7.36 | 5,175 | 20:55:48 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Studio City International Holdings Limited
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
86389T106
(CUSIP Number)
December 31, 2022
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
NAMES OF REPORTING PERSONS MCO Cotai Investments Limited CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY CITIZEN OR PLACE OF
ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 462,348,304 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 462,348,304 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,348,304 CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 60.0% TYPE OF REPORTING
PERSON CO
NAMES OF REPORTING PERSONS MCO Holdings Limited CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY CITIZEN OR PLACE OF
ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 462,348,304 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 462,348,304 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,348,304 CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 60.0% TYPE OF REPORTING
PERSON CO
NAMES OF REPORTING PERSONS Melco Resorts & Entertainment Limited CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY CITIZEN OR PLACE OF
ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 462,348,304 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 462,348,304 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,348,304 CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 60.0% TYPE OF REPORTING
PERSON CO
NAMES OF REPORTING PERSONS Melco Leisure and Entertainment Group Limited CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY CITIZEN OR PLACE OF
ORGANIZATION British Virgin
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 462,348,304 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 462,348,304 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,348,304 CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 60.0% TYPE OF REPORTING
PERSON CO
NAMES OF REPORTING PERSONS Melco International Development Limited CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY CITIZEN OR PLACE OF
ORGANIZATION Hong
Kong NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 463,095,592 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 463,095,592 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 463,095,592 CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 60.1% TYPE OF REPORTING
PERSON CO
NAMES OF REPORTING PERSONS Ho, Lawrence Yau Lung CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY CITIZEN OR PLACE OF
ORGANIZATION Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 463,095,592 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 463,095,592 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 463,095,592 CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 60.1% TYPE OF REPORTING
PERSON IN
ITEM 1. (a) Name of Issuer: Studio City International Holdings Limited (the Issuer) (b) Address of Issuers Principal Executive Offices: 71 Robinson Road #04-03 Singapore 068895 and 38/F, The Centrium 60 Wyndham Street Hong Kong ITEM 2. (a)
Name of Person Filing: Each of the following is hereinafter individually referred to as a Reporting
Person and collectively as the Reporting Persons. This statement is filed on behalf of: MCO Cotai
Investments Limited (MCO Cotai and formerly known as MCE Cotai Investments Limited) MCO Holdings Limited
(MCO Holdings) Melco Resorts & Entertainment Limited (Melco Resorts) Melco Leisure and Entertainment Group Limited (Melco Leisure) Melco International Development Limited (Melco International) Ho, Lawrence Yau Lung (Mr. Ho) (b) Address or Principal Business Office: The address or principal business office of each of the Reporting Persons is as follows: For MCO Cotai: Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands For MCO Holdings: Intertrust Corporate Services (Cayman)
Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands For
Melco Resorts: 71 Robinson Road, #04-03, Singapore 068895 and 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong For Melco Leisure: c/o 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong For Mr. Ho and Melco International: 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong. (c) Citizenship of each Reporting Person is: MCO Cotai, MCO Holdings and Melco Resorts are each organized under the laws of the Cayman Islands. Melco Leisure is organized
under the laws of the British Virgin Islands. Melco International is a Hong Kong-listed company. Mr. Ho is a citizen of Canada.
(d) Title of Class of Securities: Class A Ordinary Shares (the SC Class A Shares) (e) CUSIP Number: 86389T106 ITEM 3.
Not applicable.
ITEM 4. Ownership Ownership (a-c) The following sets forth, as of December 31, 2022, the aggregate number and percentage of SC Class A Shares beneficially owned by the
Reporting Persons, as well as the number of SC Class A Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or
shared power to dispose or to direct the disposition of, as of December 31, 2022, based on 770,352,700 SC Class A Shares outstanding as of such date. Reporting Person MCO Cotai Investments Limited MCO Holdings Limited Melco Resorts & Entertainment Limited Melco Leisure and Entertainment Group Limited Melco International Development Limited Ho, Lawrence Yau Lung MCO Cotai is the holder of 401,028,304 SC Class A Shares and 15,330,000 ADSs representing 61,320,000 SC
Class A Shares. Melco International is the holder of 747,288 SC Class A Shares, among which include 118 ADSs (representing 472 SC Class A Shares) held by an agent on its behalf. MCO Cotai acquired 220,075,176 SC Class A Shares
pursuant to a subscription agreement it entered into with Studio City International Holdings Limited (Studio City) in connection with the series of private placement offers of SC Class A Shares as announced by Studio City in
February 2022. Mr. Ho is the majority shareholder of Melco International, which is the sole shareholder of Melco Leisure, which is
the majority shareholder of Melco Resorts, a publicly-traded company whose American Depositary Shares are listed on the Nasdaq Global Select Market. Melco Resorts is the sole shareholder of MCO Holdings, which is the sole shareholder of MCO Cotai.
Therefore, each of the foregoing entities and individuals may be deemed to share voting and investment power over the SC Class A Shares and ADSs held of record by MCO Cotai and Melco International. ITEM 5. Ownership of Five Percent or Less of a Class Not applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. ITEM 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. ITEM 8. Identification and Classification of Members of the Group Not applicable. ITEM 9. Notice of
Dissolution of Group Not applicable. ITEM 10. Certification Not
applicable.
SIGNATURE 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: February 14, 2023
CUSIP No. 86389T106
Schedule 13G
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Amount
beneficially
owned
Percent
of class
Sole power
to vote or
to direct
the vote
Shared
power to
vote or to
direct the vote
Sole
power to
dispose or
to direct
the
disposition
Shared
power to
dispose or to
direct the
disposition
462,348,304
60.0
%
0
462,348,304
0
462,348,304
462,348,304
60.0
%
0
462,348,304
0
462,348,304
462,348,304
60.0
%
0
462,348,304
0
462,348,304
462,348,304
60.0
%
0
462,348,304
0
462,348,304
463,095,592
60.1
%
0
463,095,592
0
463,095,592
463,095,592
60.1
%
0
463,095,592
0
463,095,592
CUSIP No. 86389T106
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MCO COTAI INVESTMENTS LIMITED
By:
/s/ Ho, Lawrence Yau Lung
Name:
Ho, Lawrence Yau Lung
Title:
Authorized Signatory
MCO HOLDINGS LIMITED
By:
/s/ Ho, Lawrence Yau Lung
Name:
Ho, Lawrence Yau Lung
Title:
Authorized Signatory
MELCO RESORTS & ENTERTAINMENT LIMITED
By:
/s/ Ho, Lawrence Yau Lung
Name:
Ho, Lawrence Yau Lung
Title:
Director
MELCO LEISURE AND ENTERTAINMENT GROUP LIMITED
By:
/s/ Ho, Lawrence Yau Lung
Name:
Ho, Lawrence Yau Lung
Title:
Director
MELCO INTERNATIONAL DEVELOPMENT LIMITED
By:
/s/ Ho, Lawrence Yau Lung
Name:
Ho, Lawrence Yau Lung
Title:
Director
HO, LAWRENCE YAU LUNG
By:
/s/ Ho, Lawrence Yau Lung
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