13G Filing: Orbis Investment Management Ltd and Sohu.com Inc (SOHU)

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CUSIP No.: 83408W103
ITEM 1(a). NAME OF ISSUER:
Sohu.com Inc.

ITEM 1(b).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

Sohu.com Internet Plaza,
No.1 Park, Zhongguancun East Road,
Haidian District,
Beijing 100084, PRC

ITEM 2(a).NAME OF PERSON FILING:

Orbis Investment Management Limited (OIML); Orbis Asset Management Limited (“OAML”)

ITEM 2(b).ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Orbis House, 25 Front Street, Hamilton HM 11, Bermuda

ITEM 2(c).CITIZENSHIP:

OIML and OAML are companies organized under the laws of Bermuda.

ITEM 2(d).TITLE OF CLASS OF SECURITIES:

Common Stock

ITEM 2(e).CUSIP NUMBER:

83408W103

ITEM 3.IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 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. 78c);

(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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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)

[X]

A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k)

[X]

Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:

equivalent to IA

ITEM 4.OWNERSHIP(a) Amount beneficially owned:OIML – 4,350,792
OAML – 0(b) Percent of class:11.19%(c) Number of shares as to which the person has:(i) sole power to vote or to direct the vote:4,350,792(ii) shared power to vote or to direct the vote: (iii) sole power to dispose or direct the disposition of:4,350,792(iv) shared power to dispose or to direct the disposition of: 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
[ ].

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Other persons have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of 4,350,792 shares of the common stock of the issuer beneficially owned by OIML.

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

OIML and OAML are together making this filing because they may be deemed to constitute a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Information with respect to each of OIML and OAML (collectively, the “Reporting Persons”) is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by the other Reporting Person.

OIML is the beneficial owner of 4,350,792 shares of the common stock or 11.19% of the 38,881,382 shares of the common stock of the issuer believed to be outstanding.

ITEM 9.NOTICE OF DISSOLUTION OF GROUP:

The group is dissolved as of November 30, 2017 and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.

ITEM 10.CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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