13D Filing: RPL Holdings Ltd Goes Activist on NQ Mobile Inc. (NQ)

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Page 2 of 17 SEC Filing


CUSIP No. G6429X 100
  1 

NAMES OF
REPORTING PERSONS

RPL Holdings Limited

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  ¨

  3

SEC USE ONLY

  4

SOURCE OF FUNDS (See Instructions)

    Not Applicable

  5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    0

  8

SHARED VOTING POWER

    50,352,941
(1)

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    50,352,941
(1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    50,352,941 (1)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

10.6%
(2)(3) (assuming conversion of all outstanding Class B common shares into the same number of Class A common shares)

14

TYPE OF REPORTING PERSON (See
Instructions)

    CO

(1) Represent 50,352,941 Class B common shares held by the reporting person. Each Class B common share is convertible into one Class A common share at the option of the holder at any time.
(2) Based on 423,395,242 Class A common shares and 50,352,971 Class B common shares outstanding as of December 31, 2015.
(3) Represent approximately 54.3% voting power of all common shares held by the reporting person with respect to all outstanding shares of Class A and Class B common
shares of the Issuer. Each holder of Class A common shares is entitled to one vote per Class A common share. Each holder of Class B common shares is entitled to ten votes per Class B common share.

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