13D Filing: Tencent Holdings Ltd and Glu Mobile Inc (GLUU)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)

GLU MOBILE INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

379890106

(CUSIP Number)

Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 3148 5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 8, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐

*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 (“Exchange 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).

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As described in Item 3 above and Item 6 below, which descriptions are incorporated herein by reference in response to this Item 4, this Statement is being filed in connection with the acquisition of the Shares by Red River pursuant to the Purchase Agreement and the subsequent Open Market Purchases by THL. As a result of the transactions described in this Statement, the Reporting Persons acquired approximately 18.4% of the total Common Stock outstanding on November 1, 2015, and received the right to nominate one director for election to the board of directors of the Issuer (the “Board”).

The Reporting Persons acquired the shares of Common Stock for investment purposes and in connection with the transactions contemplated under the Purchase Agreement.  The Open Market Purchases were also made for investment purposes.  Consistent with such purposes, and subject to the limitations, rules and requirements under applicable law, limitations under the certificate of incorporation and bylaws of the Issuer, as amended, as well as any restrictions under the transaction documents described under Item 6 below, the Reporting Persons may engage in communications with, without limitation, management of the Issuer, one or more members of the Board, other shareholders of the Issuer and other relevant parties, and may make suggestions, concerning the business, assets, capitalization, financial condition, operations, governance, management, prospects, strategy, strategic transactions, financing strategies and alternatives, and future plans of the Issuer, and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer, which communications and suggestions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended by amending and restating Items 5(a), (b) and (c), as follows:

(a) – (b) As of the date of this Statement, each Reporting Person may be deemed to have beneficial ownership and shared power to vote or direct the vote of 24,200,950 shares of Common Stock.

Based on a total of 131,259,611 shares of Common Stock outstanding as of November 1, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2015, which includes 21,000,000 shares of Common Stock issued by the Issuer to Red River under the Purchase Agreement plus 3,200,950 shares of Common Stock acquired by THL in the Open Market Purchases, the Reporting Persons beneficially held approximately 18.4% of the total shares of Common Stock outstanding on November 1, 2015.

Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified in Appendix A hereto beneficially owns any shares of Common Stock.

(c) Except as described below and elsewhere in this Statement, there have been no transactions in the Shares by the Reporting Persons during the past 60 days and, to the knowledge of the Reporting Persons, there have been no transactions in the shares of Common Stock by any of the persons identified in Appendix A hereto during the past 60 days. Between February 8, 2016 and February 10, 2016 (both dates inclusive), THL purchased an aggregate of 3,200,950 shares of Common Stock in the Open Market Purchases.  Below is a summary of the Open Market Purchases made by THL between February 8, 2016 and February 10, 2016, including the number of shares of Common Stock purchased, the average price per share of Common Stock purchased and the price range of the shares of Common Stock purchased on each day.  The Reporting Persons undertake to provide, upon the request of the staff of the SEC, full information regarding the number of Shares purchased at each separate price.

The information set forth in Item 3 above and in Item 6 is also incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

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 11, 2016

	RED RIVER INVESTMENT LIMITED
	By:	/s/  Li Zhao Hui
		Name:  Li Zhao Hui
		Title:    Authorized Representative

APPENDIX A

EXECUTIVE OFFICERS AND DIRECTORS

The business address of each of the following individuals is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.

The directors for Red River Investment Limited are as follows:

Red River Investment Limited does not have any executive officers

The directors for Tencent Holdings Limited are as follows: