UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._)*
| Renren Inc. |
|
(Name of Issuer)
|
|
Class A Ordinary Shares, par value $0.001 per share
|
|
(Title of Class of Securities)
|
|
759892300
|
|
(CUSIP Number)
|
|
May 27, 2020
|
|
(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)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
**The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Company's American Depositary Shares, each representing forty-five (45) Class A Ordinary Shares, is 759892102.
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).
Exhibit Index Found on Page 10
| CUSIP No. 759892300 |
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
CRCM Institutional Master Fund (BVI), Ltd.
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
||
|
|
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a)☐
|
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of
the securities reported by it on this cover page.
|
|||
|
(b)☒ **
|
|
|
||
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
||
|
|
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
| British Virgin Islands |
|
|
||
|
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
6
|
SHARED VOTING POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
| 62,905,470 Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
☐
|
|
|
||
|
|
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
| 6.01% of the total shares of Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
OO
|
|
|
||
|
|
|
|||
*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share.
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30,
2019 as indicated in the Issuer's unaudited second quarter 2019 financial results.
2
| CUSIP No. 759892300 |
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
CRCM LP
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
||
|
|
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a)☐
|
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner
only of the securities reported by it on this cover page.
|
|||
|
(b)☒ **
|
|
|
||
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
||
|
|
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
| Delaware |
|
|
||
|
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
6
|
SHARED VOTING POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
| 62,905,470 Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
☐
|
|
|
||
|
|
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
| 6.01% of the total shares of Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
OO
|
|
|
||
|
|
|
|||
*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share.
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30, 2019 as indicated in the Issuer's unaudited second quarter 2019 financial results.
3
| CUSIP No. 759892300 |
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
ChinaRock Capital Management Limited
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
||
|
|
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a)☐
|
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner
only of the securities reported by it on this cover page.
|
|||
|
(b)☒ **
|
|
|
||
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
||
|
|
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
| Hong Kong, China |
|
|
||
|
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
6
|
SHARED VOTING POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
| 62,905,470 Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
☐
|
|
|
||
|
|
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
| 6.01% of the total shares of Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
OO
|
|
|
||
|
|
|
|||
*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share.
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30, 2019 as indicated in the Issuer's unaudited second quarter 2019 financial results.
4
| CUSIP No. 759892300 |
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
CRCM LLC
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
||
|
|
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a)☐
|
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner
only of the securities reported by it on this cover page.
|
|||
|
(b)☒ **
|
|
|
||
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
||
|
|
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
| Delaware |
|
|
||
|
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
6
|
SHARED VOTING POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
| 62,905,470 Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
☐
|
|
|
||
|
|
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
| 6.01% of the total shares of Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
OO
|
|
|
||
|
|
|
|||
*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share.
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30, 2019 as indicated in the Issuer's unaudited second quarter 2019 financial results.
5
| CUSIP No. 759892300 |
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
Chun R. Ding
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
||
|
|
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a)☐
|
**The reporting persons making this filing hold an aggregate of 62,905,470 Class A Ordinary Shares, which is 6.01% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only
of the securities reported by it on this cover page.
|
|||
|
(b)☒ **
|
|
|
||
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
||
|
|
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
| Grenada |
|
|
||
|
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
6
|
SHARED VOTING POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
|
||
|
|
|
|||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
62,905,470 Class A Ordinary Shares**
|
|
|
||
|
|
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
| 62,905,470 Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
☐
|
|
|
||
|
|
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
| 6.01% of the total shares of Class A Ordinary Shares** |
|
|
||
|
|
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
IN
|
|
|
||
|
|
|
|||
*Each American Depositary Share ("ADS") represents forty-five (45) Class A Common Shares, par value $0.001 per share.
** Based on weighted average number of 1,047,002,854 shares of Class A Ordinary Shares, par value $0.001 per share issued and outstanding as of June 30, 2019 as indicated in the Issuer's unaudited second quarter 2019 financial results.
6
Item 1.
(a) Name of lssuer: Renren Inc. (the "Company")
(b) Address of Issuer's Principal Executive Offices: 5/F, North Wing, 18 Jiuxianqiao Middle Road, Chaoyang District, Beijing 100016, People's Republic of China.
Item 2.
(a) Name of Person Filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons."
|
|
(i) |
CRCM Institutional Master Fund (BVI), Ltd., a British Virgin Islands limited company ("CRCM Fund"), with respect to the Class A Ordinary Shares (as defined below) held by it; |
|
|
|
|
|
|
(ii) |
CRCM LP, a Delaware limited partnership and the investment manager of the CRCM Fund (the "Investment Manager"), with respect to the Class A Ordinary Shares held by the CRCM Fund;
|
|
|
|
|
|
|
(iii) |
ChinaRock Capital Management Limited, a Hong Kong company limited by shares and the sub-investment adviser to the Investment Manager (the "Sub-Investment Adviser"), with respect to the Class A Ordinary Shares held by the CRCM
Fund;
|
|
|
|
|
|
|
(iv) |
CRCM LLC, a Delaware limited liability company and the general partner of the Investment Manager (the "General Partner"), with respect to the Class A Ordinary Shares held by the CRCM Fund; and
|
| (v) |
Chun R. Ding ("Ding"), a Grenada citizen and the managing partner of the Investment Manager, the director of the Sub-Investment Adviser and a member of the General Partner, with respect to the Class A Ordinary Shares held by
the CRCM Fund.
|
(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business of (i) the CRCM Fund is: c/o lntertrust (BVI) Limited, PO Box 4041, Road Town, Tortola, British Virgin Islands VG1110;
(ii) the Investment Manager, the General Partner is 475 Sansome Street, Suite 730, San Francisco, CA 94111; and (iii) the Sub-Investment Adviser and Ding is Unit 1617, 16th Floor, The Metropolis Tower, 10 Metropolis Drive, Hunghom, Kowloon , Hong
Kong, China.
(c) Citizenship:
The citizenship of each Reporting Person is set forth above.
(d) Title and Class of Securities:
This statement relates to Class A Ordinary Shares and American Depositary Shares, each reporting forty-five (45) Class A Ordinary Shares, par value $0.001
per share.
(e) CUSIP Number: The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Company's American Depositary Shares, each representing forty-five (45) Class A Ordinary Shares, is 759892102.
7
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); |
| (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.
The information required by Items 4(a) - (c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by
reference for each such Reporting Person.
The Class A Ordinary Shares reported hereby for the CRCM Fund are owned directly by the applicable fund. The Investment Manager, as investment manager of
the CRCM Fund, may be deemed to be the beneficial owner of all such Class A Ordinary Shares owned by the CRCM Fund. The Sub-Investment Adviser, as sub-investment adviser to the Investment Manager, may be deemed to be the beneficial owner of all
such Class A Ordinary Shares owned by the CRCM Fund. The General Partner, as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such Class A Ordinary Shares owned by the CRCM Fund. Ding, as managing
partner of the Investment Manager director of the Sub-Investment Adviser and member of the General Partner with the power to exercise investment discretion, may be deemed to be the beneficial owner of all such Class A Ordinary Shares owned by
the CRCM Fund. Each of the Investment Manager, the Sub-Investment Adviser, the General Partner and Ding hereby disclaims any beneficial ownership of any such Class A Ordinary Shares.
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. ☐
8
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A
Item 8. Identification and Classification of Members of the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification
By signing below I certify that to the best of my knowledge and belief, the securities referred to above 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.
SIGNATURES
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: June 19, 2020
|
|
/s/ Kelvin Koo |
|
|
|
CHINAROCK CAPITAL MANAGEMENT LIMITED |
|
|
|
On its own behalf and as the Sub-Investment Adviser to |
|
|
|
CRCM Institutional Master Fund (BVI), Ltd. |
|
|
|
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Director |
|
|
|
/s/ Kelvin Koo |
|
|
|
CRCM LLC, |
|
|
|
On its own behalf and as the General Partner of |
|
|
|
CRCM Institutional Master Fund (BVI), Ltd. |
|
|
|
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member |
|
|
|
/s/ Kelvin Koo |
|
|
|
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding |
|
9
Exhibit Index
| Exhibit 1 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) |
|
|
|
| Exhibit 2 |
Power of Attorney appointing Kelvin Koo as true and lawful attorney-in-fact for Chun Ding (previously filed) |
10
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-l(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be
filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and
accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or
has reason to believe that such information is inaccurate.
Dated: June 19, 2020
/s/ Kelvin Koo
CHINAROCK CAPITAL MANAGEMENT
LIMITED
On its own behalf and as the Sub-Investment Adviser to the
CRCM Institutional Master Fund (BVI), Ltd.
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Director
/s/ Kelvin Koo
CRCM LLC,
On its own behalf and
as the General Partner of
CRCM LP,
as the Investment Manager of
CRCM Institutional Master Fund (BVI), Limited
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding, Member
/s/ Kelvin Koo
By: Kelvin Koo, Attorney-in-Fact for Chun R. Ding11