Filing Details

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

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

Bona Film Group Limited

 (Name of Issuer)

 

Ordinary Shares, par value $0.0005 per share

 (Title of Class of Securities)

 

09777B107^**

 (CUSIP Number)

 

 

Dong Yu	With a copy to:
18/F, Tower A, U-town Office Building	Fang Xue
#1 San Feng Bei Li	Gibson Dunn & Crutcher LLP
Chaoyang District, Beijing 100020,	Unit 1301, Tower 1, China Central Place
People’s Republic of China	No. 81 Jianguo Road, Chaoyang District
+86 (10) 5631 0700	Beijing, 100025, People’s Republic of China
	+86 10 6502 8687

 

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

 

 

April 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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

* 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.

 

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two ordinary shares. No CUSIP has been assigned to the ordinary shares.

 

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 (“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 No. 0977B107

1.	Names of Reporting Persons   Skillgreat Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x

3.	SEC Use Only
4.	Source of Funds (See Instructions) OO

5.

Check 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 0
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.	Percent of Class Represented by Amount in Row (11) 0.0%
14.	Type of Reporting Person (See Instructions) CO

 

 

 

CUSIP No. 0977B107
1.	Names of Reporting Persons   Vantage Global Holdings Ltd

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x

3.	SEC Use Only
4.	Source of Funds (See Instructions) OO

5.

Check 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 0
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.	Percent of Class Represented by Amount in Row (11) 0.0%
14.	Type of Reporting Person (See Instructions) CO

 

 

 

CUSIP No. 0977B107

1.	Names of Reporting Persons   Dong Yu

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x

3.	SEC Use Only
4.	Source of Funds (See Instructions) OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

¨

6.	Citizenship or Place of Organization People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.	Percent of Class Represented by Amount in Row (11) 0.0%
14.	Type of Reporting Person (See Instructions) IN

 

 

 

 

This Amendment No. 8 to Schedule 13D (this “Amendment”) is being filed jointly by Dong Yu (the “Founder”), Vantage Global Holdings Ltd (“Vantage”) and Skillgreat Limited (“Skillgreat”, and together with the Founder and Vantage, the “Reporting Persons”) relating to the ordinary shares, par value $0.0005 per share (the “Ordinary Shares”), each Ordinary Share represented by two American depositary shares (the “ADSs”), of Bona Film Group Limited (the “Issuer”), an exempted company organized under the laws of the Cayman Islands. This Amendment amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2012 (as amended by Amendment No. 1 filed with the SEC on October 9, 2013, Amendment No. 2 filed with the SEC on July 25, 2014, Amendment No. 3 filed with the SEC on June 17, 2015, Amendment No. 4 filed with the SEC on October 14, 2015, Amendment No. 5 filed with the SEC on October 27, 2015, Amendment No. 6 filed with the SEC on December 18, 2015 and Amendment No. 7 filed with the SEC on December 29, 2015, the “Original Statement”) by the Reporting Persons. Only those items in the Original Statement amended by this Amendment are reported herein. Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the Original Statement. 

 

Item 4.

Purpose of Transaction

 

Item 4 is hereby amended by adding at the end thereof the following paragraphs:

 

“On March 4, 2016, at 10:00 a.m. (Hong Kong time), an extraordinary general meeting of the shareholders of the Issuer was held at the Issuer’s office at 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, the People’s Republic of China. At the extraordinary general meeting, the shareholders of the Issuer voted to authorize and approve the previously announced Merger Agreement dated December 15, 2015 and the transactions contemplated by the Merger Agreement, including the Merger.

 

On April 8, 2016, the Issuer and Merger Sub filed the Plan of Merger with the Cayman Islands Registrar of Companies, pursuant to which the Merger became effective on April 8, 2016. On April 8, 2016, all of the other transactions under the Merger Agreement were consummated. As a result, each of the Issuer’s Ordinary Shares issued and outstanding immediately prior to the Effective Time and each ADS were cancelled and ceased to exist and each Reporting Person no longer beneficially owns any Ordinary Shares or ADSs.”

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

“(a)-(b) As a result of the transactions described in Item 4, as of the date of this Amendment, each Reporting Person no longer beneficially owns any Ordinary Shares or ADSs and, as such, each Reporting Person no longer has any voting or dispositive power over any Ordinary Shares or ADSs.

 

(c) Except for the transactions described in Item 4, the Reporting Persons have not effected any transactions in the Ordinary Shares or ADSs during the past 60 days.

 

(d) Not applicable.

 

(e) As a result of the transactions described in Item 4, as of April 8, 2016, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of any Ordinary Shares or ADSs. Therefore, this Amendment No.8 constitutes the final amendment to the Original Statement, as amended.”

 

 

 

 

 

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: April 13, 2016

 

	SKILLGREAT LIMITED
	By:	/s/ Dong Yu
	Name:	Dong YU

 

 

	VANTAGE GLOBAL HOLDINGS LTD
	By:	/s/ Dong Yu
	Name:	Dong YU
	Title:	Authorized Signatory
	Dong Yu
	By:	/s/ Dong Yu
	Name:	Dong YU