o
|
Rule
13d-1(b)
|
o
|
Rule
13d-1(c)
|
þ
|
Rule
13d-1(d)
|
1
|
Names
of Reporting Persons.
Nick
Ning YANG
|
2
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions) N/A
|
(a)
G
(b)
G
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization: United States of America
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With:
|
5
|
Sole
Voting Power 230,127,000
|
6
|
Shared
Voting Power N/A
|
|
7
|
Sole
Dispositive Power 230,127,000
|
|
8
|
Shared
Dispositive Power N/A
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person 230,127,000
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions) N/A
|
G
|
11
|
Percent
of Class Represented by Amount in Row
(9) 16.2%
|
12
|
Type
of Reporting Person (See Instructions) IN
|
(a)
|
Name
of Issuer: KongZhong
Corporation
|
(b)
|
Address
of Issuer’s Principal Executive Offices: 35th Floor, Tengda
Plaza, No. 168 Xizhimenwai Street, Haidian District, Beijing, 100044,
China
|
(a)
|
Name
of Person Filing: Nick Ning YANG
|
(b)
|
Address
of Principal Business Office or, if None, Residence: 35th Floor, Tengda
Plaza, No. 168 Xizhimenwai Street, Haidian District, Beijing, 100044,
China
|
(c)
|
Citizenship:
United States of America
|
(d)
|
Title
of Class of Securities: Ordinary
shares
|
(e)
|
CUSIP
Number: 50047P104
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or
(c), check whether the person filing is
a:
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
|
(d)
|
o
|
Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
|
(e)
|
o
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
(g)
|
o
|
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3);
|
(j)
|
o
|
A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
|
(k)
|
o
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
|
Item
4.
|
Ownership.
|
(a)
|
Amount
beneficially owned: 230,127,000
|
(b)
|
Percent
of class: 16.2%
|
(c)
|
Number
of shares as to which the person
has:
|
(i)
|
Sole
power to vote or to direct the vote:
230,127,000
|
(ii)
|
Shared
power to vote or to direct the vote:
N/A
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
230,127,000
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
N/A
|
Item
5.
|
Ownership
of Five Percent or Less of a
Class.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Item
10.
|
Certifications.
|
January
21, 2009
|
||
(Date)
|
||
/s/
Nick Yang
|
||
(Signature)
|
||
Nick
Yang, President, KongZhong Corporation
|
||
(Name
and Title)
|