United States
Securities and Exchange Commission
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)**
KongZhong Corporation
| (Name of Issuer) |
American Depositary Shares and Ordinary Shares, .0000005 Par Value*
| (Title of Class of Securities) |
50047P104
| (CUSIP Number) |
December 31, 2007
| (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)
x Rule 13d-1(d)
| * | Not for trading, but only in connection with the registration of American Depositary Shares each representing 40 ordinary shares. |
| ** | 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).
CUSIP NUMBER 50047P104
| 1. | Name of Reporting Persons
Draper Fisher Jurvetson ePlanet Ventures L.P. |
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| 2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Cayman Islands |
|
Number of Shares Beneficially Owned By Each Reporting Person With:
|
5. Sole Voting Power
0 | |
| 6. Shared Voting Power
0 (See Items 2 and 4) | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
0 (See Items 2 and 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 2 and 4) |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (see Instructions)
PN |
2
CUSIP NUMBER 50047P104
| 1. | Name of Reporting Persons
Draper Fisher Jurvetson ePlanet Partners, Ltd. |
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| 2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Cayman Islands |
|
Number of Shares Beneficially Owned By Each Reporting Person With:
|
5. Sole Voting Power
0 | |
| 6. Shared Voting Power
0 (See Items 2 and 4) | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
0 (See Items 2 and 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 2 and 4) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (see Instructions)
OO |
3
CUSIP NUMBER 50047P104
| 1. | Name of Reporting Persons
Draper Fisher Jurvetson ePlanet Partners Fund, LLC |
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| 2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
California |
|
Number of Shares Beneficially Owned By Each Reporting Person With:
|
5. Sole Voting Power
0 | |
| 6. Shared Voting Power
0 (See Items 2 and 4) | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
0 (See Items 2 and 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 2 and 4) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (see Instructions)
OO |
4
CUSIP NUMBER 50047P104
| 1. | Name of Reporting Persons
Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG |
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| 2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Germany |
|
Number of Shares Beneficially Owned By Each Reporting Person With:
|
5. Sole Voting Power
0 | |
| 6. Shared Voting Power
0 (See Items 2 and 4) | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
0 (See Items 2 and 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 2 and 4) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (see Instructions)
PN |
5
CUSIP NUMBER 50047P104
| 1. | Name of Reporting Persons
Draper Fisher Jurvetson ePlanet Verwaltungs GmbH |
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| 2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Germany |
|
Number of Shares Beneficially Owned By Each Reporting Person With:
|
5. Sole Voting Power
0 | |
| 6. Shared Voting Power
0 (See Items 2 and 4) | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
0 (See Items 2 and 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 2 and 4) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
|||
| 12. | Type of Reporting Person (see Instructions)
OO |
6
CUSIP NUMBER 50047P104
| 1. | Name of Reporting Persons
Timothy C. Draper |
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| 2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned By Each Reporting Person With:
|
5. Sole Voting Power
986,098* (See Items 2 and 4) | |
| 6. Shared Voting Power
0* (See Items 2 and 4) | ||
| 7. Sole Dispositive Power
986,098* (See Items 2 and 4) | ||
| 8. Shared Dispositive Power
0* (See Items 2 and 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
986,098* (See Items 2 and 4) |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
2.77% |
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| 12. | Type of Reporting Person (see Instructions)
IN |
*These shares represent American Depositary Shares (“ADS”) which are listed for trading. As set out in KongZhong Corporation’s Form F-1/A filed July 7, 2004, each ADS represents 40 ordinary shares. This Schedule reports beneficial ownership of 39,443,920 ordinary shares.
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CUSIP NUMBER 50047P104
| 1. | Name of Reporting Persons
Stephen T. Jurvetson |
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| 2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned By Each Reporting Person With:
|
5. Sole Voting Power
0 (See Items 2 and 4) | |
| 6. Shared Voting Power
0 (See Items 2 and 4) | ||
| 7. Sole Dispositive Power
0 (See Items 2 and 4) | ||
| 8. Shared Dispositive Power
0 (See Items 2 and 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 2 and 4) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
|||
| 12. | Type of Reporting Person (see Instructions)
IN |
8
CUSIP NUMBER 50047P104
| 1. | Name of Reporting Persons
John H. N. Fisher |
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| 2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States |
|
Number of Shares Beneficially Owned By Each Reporting Person With:
|
5. Sole Voting Power
0 | |
| 6. Shared Voting Power
0 (See Items 2 and 4) | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
0 (See Items 2 and 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 2 and 4) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (see Instructions)
IN |
9
CUSIP NUMBER 50047P104
| 1. | Name of Reporting Persons
Asad Jamal |
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| 2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
United Kingdom |
|
Number of Shares Beneficially Owned By Each Reporting Person With:
|
5. Sole Voting Power
0 | |
| 6. Shared Voting Power
0 (See Items 2 and 4) | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
0 (See Items 2 and 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 (See Items 2 and 4) |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
0% |
|||
| 12. | Type of Reporting Person (see Instructions)
IN |
10
| Item 1(a) | Name of Issuer: KongZhong Corporation |
| Item 1(b) | Address of Issuer’s principal executive offices: |
81F Tower #1 Yuetan Building
No. 2 Yuetan North Street
Beijing, China 100045
| Item 2. | This Schedule 13G is filed on behalf of (i) Draper Fisher Jurvetson ePlanet Ventures L.P., a Cayman Islands limited partnership, (ii) Draper Fisher Jurvetson ePlanet Partners, Ltd., a Cayman Islands exempted limited liability company, (iii) Draper Fisher Jurvetson ePlanet Partners Fund, LLC, a California limited liability company, (iv) Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG, a German partnership, (v) Draper Fisher Jurvetson ePlanet Verwaltungs GmbH, a German limited liability company, (vi) Timothy C. Draper, a United States citizen (“Draper”), (vii) John H. N. Fisher, a United States citizen (“Fisher”), (viii) Stephen T. Jurvetson, a United States citizen (“Jurvetson”) and (ix) Asad Jamal, a United Kingdom citizen (“Jamal”). |
Relationships
(1) Draper Fisher ePlanet Ventures L.P. is a Cayman Islands limited partnership (“Fund”).
(2) Draper Fisher Jurvetson ePlanet Partners, Ltd. (“ePlanet Ltd.”) is the general partner of the Fund. The managing directors of the general partner of the Fund are Messrs. Draper, Fisher, Jurvetson and Jamal.
(3) Draper Fisher Jurvetson ePlanet Partners Fund, LLC (“ePlanet Partners Fund LLC”) is a side-by-side fund of the Fund. Decisions with respect to ePlanet Partners Fund LLC securities are made automatically in conjunction with decisions by the Fund.
(4) Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG (“ePlanet GmbH”) is a side-by-side limited partnership to the Fund. Draper Fisher Jurvetson ePlanet Verwaltungs GmbH (“ePlanet Verwaltungs GmbH”) is the general partner of ePlanet GmbH. The managing directors of ePlanet Verwaltungs GmbH are Messrs. Draper, Fisher, Jurvetson and Jamal.
Messrs. Draper, Fisher, Jurvetson and Jamal disclaim beneficial ownership of the shares held directly by the Fund, ePlanet Ltd, ePlanet Partners Fund LLC, ePlanet GmbH, and ePlanet Verwaltungs GmbH, except to the extent of their pecuniary interest therein.
| Item 2(a) | Name of person filing: |
Draper Fisher Jurvetson ePlanet Ventures L.P.
Draper Fisher Jurvetson ePlanet Partners, Ltd.
Draper Fisher Jurvetson ePlanet Partners Fund, LLC
Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG
Draper Fisher Jurvetson ePlanet Verwaltungs GmbH
11
Timothy C. Draper
John H. N. Fisher
Stephen T. Jurvetson
Asad Jamal
| Item 2(b) | Address of principal business office or, if none, residence: |
2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025
| Item 2(c) | Citizenship: |
| Draper Fisher Jurvetson ePlanet Ventures L.P. | Cayman Islands | |
| Draper Fisher Jurvetson ePlanet Partners, Ltd. | Cayman Islands | |
| Draper Fisher Jurvetson ePlanet Partners Fund, LLC | California | |
| Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG | Germany | |
| Draper Fisher Jurvetson ePlanet Verwaltungs GmbH | Germany | |
| Timothy C. Draper | United States | |
| John H. N. Fisher | United States | |
| Stephen T. Jurvetson | United States | |
| Asad Jamal | United Kingdom |
| Item 2(d) | Title of class of securities: American Depositary Shares and Ordinary Shares |
| Item 2(e) | CUSIP No.: 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) |
¨ | Broker or dealer registered under section 15 of the act (15 u.s.c. 78o). | ||
| (b) |
¨ | Bank as defined in section 3(a)(6) of the act (15 u.s.c. 78c). | ||
| (c) |
¨ | Insurance company as defined in section 3(a)(19) of the act (15 u.s.c. 78c). | ||
| (d) |
¨ | Investment company registered under section 8 of the investment company act of 1940 (15 u.s.c. 80a-8). | ||
| (e) |
¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(e); | ||
| (f) |
¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(f); | ||
| (g) |
¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(g); | ||
| (h) |
¨ | A savings association as defined in section 3(b) of the federal deposit insurance act (12 u.s.c. 1813); | ||
12
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the investment company act of 1940 (15 u.s.c. 80a-3); | ||
| (j) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(j). |
| Item 4. | Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
Draper Fisher Jurvetson ePlanet Ventures L.P.
Draper Fisher Jurvetson ePlanet Partners, Ltd.
Draper Fisher Jurvetson ePlanet Partners Fund, LLC
Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG
Draper Fisher Jurvetson ePlanet Verwaltungs GmbH
John H. N. Fisher
Stephen T. Jurvetson
Asad Jamal
| A. | Amount Beneficially owned: 0 |
| B. | Percent of Class: 0% |
| C. | Number of shares as to which such person has: |
| 1. | sole power to vote or to direct the vote: 0 |
| 2. | shared voting power to vote or to direct the vote: 0 |
| 3. | sole power to dispose or to direct the disposition of power: 0 |
| 4. | shared power to dispose or to direct the disposition of power: 0 |
Timothy C. Draper
| A. | Amount Beneficially owned: 986,098 |
| B. | Percent of Class: 2.77% |
| C. | Number of shares as to which such person has: |
| 1. | sole power to vote or to direct the vote: 986,098 |
| 2. | shared voting power to vote or to direct the vote: 0 |
| 3. | sole power to dispose or to direct the disposition of power: 986,098 |
| 4. | shared power to dispose or to direct the disposition of power: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
13
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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. | Certifications. |
Not applicable.
14
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.
Dated: February 11, 2008
| Draper Fisher Jurvetson ePlanet Ventures L.P. | ||||
| By: Draper Fisher Jurvetson ePlanet Partners, Ltd. (General Partner) | ||||
| By: | /s/ Timothy C. Draper | |||
| Name: Timothy C. Draper | ||||
| Title: Managing Director | ||||
| Draper Fisher Jurvetson ePlanet Partners, Ltd. | ||
| By: | /s/ Timothy C. Draper | |
| Name: Timothy C. Draper | ||
| Title: Managing Director | ||
| Draper Fisher Jurvetson ePlanet Partners Fund, LLC | ||
| By: | /s/ Timothy C. Draper | |
| Name: Timothy C. Draper | ||
| Title: Managing Member | ||
| Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG | ||
| By: Draper Fisher Jurvetson ePlanet Verwaltungs GmbH (General Partner) | ||
| By: | /s/ Timothy C. Draper | |
| Name: | Timothy C. Draper | |
| Title: | Managing Director | |
15
| Draper Fisher Jurvetson ePlanet Verwaltungs GmbH | ||
| By: | /s/ Timothy C. Draper | |
| Name: | Timothy C. Draper | |
| Title: | Managing Director | |
| /s/ Timothy C. Draper |
| Timothy C. Draper |
| /s/ John H. N. Fisher |
| John H. N. Fisher |
| /s/ Stephen T. Jurvetson |
| Stephen T. Jurvetson |
| /s/ Asad Jamal |
| Asad Jamal |
16
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith | |
17