Amended Statement of Ownership (sc 13g/a)

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 3)*

 

Taomee Holdings Limited

(Name of Issuer)

ordinary shares, par value US$0.00002 per share (the “Ordinary Shares”)

(Title of Class of Securities)

G8673T 108

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

 

*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.

 

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).

 

(Continued on following pages)

 

---

 

1	Name of Reporting Person Roc Yunpeng Cheng
2	Check the Appropriate Box if a Member of a Group*
		(a)	o		(b)	o
3	SEC Use Only
4	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With			5	Sole Voting Power 74,478,613 Ordinary Shares. (1)   Charming China Limited may also be deemed to have sole voting power with respect to 71,392,593 Ordinary Shares, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 American Depositary Shares, each representing 20 Ordinary Shares (“ADSs”). See Item 4.
			6	Shared Voting Power 0
			7	Sole Dispositive Power 74,478,613 Ordinary Shares. (1)    Charming China Limited may also be deemed to have sole dispositive power with respect to 71,392,593 Ordinary Shares, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 ADSs. See Item 4.
			8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 74,478,613 Ordinary Shares.
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o
11	Percent of Class Represented by Amount in Row 9 9.83% (2)
12	Type of Reporting Person* IN

 

---

(1) Including (i) 13 Ordinary Shares directly held by Charming China Limited, (ii) 71,392,580 Ordinary Shares, represented by 3,569,629 ADSs directly held by Charming China Limited, (iii) 155,420 Ordinary Shares directly held by Roc Yunpeng Cheng, and (iv) 2,930,600 Ordinary Shares issuable upon exercise of options within 60 days of December 31, 2012.

(2) Based on the 757,684,760 Ordinary Shares outstanding as of December 31, 2014 and 2,930,600 Ordinary Shares issuable upon exercise of options within 60 days of December 31, 2014.

 

2

---

 

1	Name of Reporting Person Charming China Limited I.R.S. Identification No. of Above Persons (Entities Only) N/A
2	Check the Appropriate Box if a Member of a Group*
		(a)	o		(b)	o
3	SEC Use Only
4	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5	Sole Voting Power 71,392,593 Ordinary Shares, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 ADSs.   Roc Yunpeng Cheng may also be deemed to have sole voting power with respect to the above shares. See Item 4.
			6	Shared Voting Power 0
			7	Sole Dispositive Power 71,392,593 Ordinary Shares, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 ADSs.   Roc Yunpeng Cheng may also be deemed to have sole dispositive power with respect to the above shares. See Item 4.
			8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 71,392,593 Ordinary Shares.
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o
11	Percent of Class Represented by Amount in Row 9 9.42% (1)
12	Type of Reporting Person* CO

 

---

(1) Based on the 757,684,760 Ordinary Shares outstanding as of December 31, 2014.

 

3

---

 

Item 1(a).		Name of Issuer: Taomee Holdings Limited (the “Issuer”)
Item 1(b).		Address of Issuer’s Principal Executive Offices: 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China
Item 2(a).		Name of Person Filing: Roc Yunpeng Cheng Charming China Limited
Item 2(b).		Address of Principal Business Office, or, if none, Residence: Roc Yunpeng Cheng:   16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233 People’s Republic of China   Charming China Limited:   Trinity Chambers, P.O. Box 4301 Road Town, Tortola British Virgin Islands.
Item 2(c)		Citizenship: Roc Yunpeng Cheng – People’s Republic of China Charming China Limited – British Virgin Islands
Item 2(d).		Title of Class of Securities: ordinary shares, par value US$0.00002 per share (the “Ordinary Shares”)
Item 2(e).		CUSIP Number: G8673T 108
Item 3.		Not Applicable

 

4

---

 

Item 4.

Ownership:

The following information with respect to the ownership of the Ordinary Shares of the Issuer by each of the Reporting Persons is provided as of December 31, 2014:

Reporting Persons

Amount beneficially owned:

Percent of class:

Sole power to vote or direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Roc Yunpeng Cheng

74,478,613

9.83

%

74,478,613

0

74,478,613

0

Charming China Limited

71,392,593

9.42

%

71,392,593

0

71,392,593

0

Charming China Limited, a British Virgin Islands company, is the record owner of 71,392,593 Ordinary Shares of the Issuer, including 13 Ordinary Shares and 71,392,580 Ordinary Shares represented by 3,569,629 ADSs of the Issuer. Mr. Roc Yunpeng Cheng is the sole owner of Charming China Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Cheng may be deemed to beneficially own all of the shares held by Charming China Limited.

Mr. Roc Yunpeng Cheng also holds 155,420 Ordinary Shares directly and will hold 2,930,600 Ordinary Shares issuable upon exercise of options within 60 days after December 31, 2014.

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

 

5

---

 

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 17, 2015
	Roc Yunpeng Cheng
	By:	/s/ Roc Yunpeng Cheng
	Charming China Limited
	By:	/s/ Roc Yunpeng Cheng
		Name: Roc Yunpeng Cheng
		Title: Director

 

6

---

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99.1		Joint Filing Agreement

 

7

---

Exhibit 99.1

 

EXHIBIT A:  Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature page to follow]

 

---

 

Signature Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 17, 2015.

 

	Roc Yunpeng Cheng
	By:	/s/ Roc Yunpeng Cheng
		Name: Roc Yunpeng Cheng
	Charming China Limited
	By:	/s/ Roc Yunpeng Cheng
		Name: Roc Yunpeng Cheng
		Title: Director

 

---