SC 13D/A 1 tm219270d1_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Sea Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0005 per share

(Title of Class of Securities)

81141R 100**

(CUSIP Number)

Forrest Xiaodong Li

Sea Limited

1 Fusionopolis Place, #17-10, Galaxis

Singapore 138522

+65 6270-8100

Copy to:

Yanjun Wang, Esq.

Sea Limited

1 Fusionopolis Place, #17-10, Galaxis

Singapore 138522

+65 6270-8100

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

March 1, 2021

(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-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 Rule 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 number applies to the Issuer’s American depositary share, each representing one Class A ordinary share of the Issuer.

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.: 81141R 100

(1)	NAME OF REPORTING PERSONS Forrest Xiaodong Li (“Mr. Li”)
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
(3)	SEC USE ONLY
(4)	SOURCE OF FUNDS* PF
(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(7)	SOLE VOTING POWER 91,250,784 Shares
		(8)	SHARED VOTING POWER 46,573,653 Shares⁽¹⁾
		(9)	SOLE DISPOSITIVE POWER 59,596,219 Shares
		(10)	SHARED DISPOSITIVE POWER 0
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,824,437 Shares⁽²⁾
(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.1%⁽³⁾
(14)	TYPE OF REPORTING PERSON* IN

(1)

Represents 46,573,653 Class B ordinary shares of par value US$0.0005 per share (“Class B Ordinary Shares”) of the Issuer that are subject to an irrevocable proxy with respect to all matters that require shareholder vote granted by Tencent to Mr. Li.

(2)

The Reporting Person is deemed to beneficially own 45,722,991 Class A ordinary shares of par value US$0.0005 per share (“Class A Ordinary Shares”) and 92,101,446 Class B Ordinary Shares. Class A Ordinary Shares and Class B Ordinary Shares are collectively referred to as “Shares.” Each Class B Ordinary Share is convertible into one Class A Ordinary Share, whereas Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

(3)

As a percentage of 519,588,563 total issued and outstanding Shares of the Issuer as of March 5, 2021, including 367,412,860 Class A Ordinary Shares and 152,175,703 Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote per share, and each Class B Ordinary Share is entitled to three votes per share. Accordingly, and based on the foregoing, the Shares beneficially owned by the Reporting Person represent approximately 37.7% of the aggregate voting power of the total issued and outstanding Shares of the Issuer.

CUSIP NO.: 81141R 100

(1)	NAME OF REPORTING PERSONS Blue Dolphins Venture Inc (“Blue Dolphins”)
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
(3)	SEC USE ONLY
(4)	SOURCE OF FUNDS* AF
(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 45,527,793 Shares
		(8)	SHARED VOTING POWER 0
		(9)	SOLE DISPOSITIVE POWER 45,527,793 Shares
		(10)	SHARED DISPOSITIVE POWER 0
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,527,793 Shares⁽⁴⁾
(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%⁽⁵⁾
(14)	TYPE OF REPORTING PERSON* CO

(4)

Represents 45,527,793 Class B Ordinary Shares held by the Reporting Person.

(5)

As a percentage of 519,588,563 total issued and outstanding Shares of the Issuer as of March 5, 2021.

Introductory Note

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on November 3, 2017, as amended by Amendment No. 1 filed on March 14, 2019 and Amendment No. 2 filed on March 15, 2020 (the “Original Schedule 13D”, and together with this Amendment No. 3, this “Schedule 13D”), and is being filed on behalf of Mr. Li and Blue Dolphins in respect of the Class A ordinary shares, par value US$0.0005 per share (the “Class A Ordinary Shares”), and Class B ordinary shares, par value US$0.0005 per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Shares”), of Sea Limited, a limited liability company organized and existing under the laws of the Cayman Islands (the “Issuer”).

Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 3 but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

The second paragraph of Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons acquired the Class B ordinary shares over which they have sole dispositive power prior to the Issuer’s initial public offering, which acquisition was financed by the personal funds of Mr. Li. These shares were acquired for investment purposes.

Mr. Li acquired the Class A ordinary shares over which he has sole dispositive power through the exercise of options or vesting of restricted share units granted under the 2009 share incentive plan of the Issuer. The option exercise price was financed by the personal funds of Mr. Li. The other Shares covered by this Schedule 13D are deemed beneficially owned by Mr. Li due to irrevocable voting proxies granted by various shareholders to Mr. Li.

Item 5. Interest in Securities of the Issuer.

Item 5(a), (b) and (c) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

The below table sets forth Mr. Li and Blue Dolphins’ beneficial ownership as of March 5, 2021, the latest practicable date for determining their beneficial ownership:

Number of shares as to which such person has:

Name of
Reporting
Person

Amount
Beneficially
Owned

Percent of
Class

Sole Power to
Vote or
Direct the
Vote

Shared
Power to
Vote or to
Direct the
Vote

Sole Power to
Dispose or to
Direct the
Disposition of

Shared
Power to
Dispose or to
Direct the
Disposition of

Mr. Li

137,824,437 Shares⁽¹⁾

25.1%⁽²⁾

91,250,784 Shares

46,573,653 Shares⁽³⁾

59,596,219 Shares

Blue Dolphins

45,527,793 Shares⁽⁴⁾

8.8%⁽²⁾

45,527,793 Shares

(1)

The amount beneficially owned by Mr. Li includes (i) 45,527,793 Class B Ordinary Shares held by Blue Dolphins, (ii) 668,291 Class A Ordinary Shares beneficially owned by Mr. Li (including through an entity solely owned and controlled by Mr. Li), (iii) 13,400,000 Class A Ordinary Shares issuable upon exercise of options held by Mr. Li within 60 days from March 5, 2021, (iv) 135 Class A Ordinary Shares issuable upon vesting of restricted share units held by Mr. Li within 60 days from March 5, 2021, (v) an aggregate of 31,654,565 Class A Ordinary Shares over which Mr. Li has received irrevocable voting proxies from the respective owners of such shares (namely, certain directors and employees of the Issuer, certain affiliates of employees of the Issuer, Garena ESOP Program (PTC) Limited and a family member of Mr. Li), including 15,714,464 Class A Ordinary Shares issuable upon exercise of options within 60 days from March 5, 2021 and 769,351 Class A Ordinary Shares issuable upon vesting of restricted share units within 60 days from March 5, 2021, and (vi) 46,573,653 Class B Ordinary Shares held by Tencent for which it has given Mr. Li an irrevocable proxy to vote such Shares under the General Proxy (as defined in Item 6) (such Class B Ordinary Shares exclude those shares covered solely by an irrevocable proxy giving Mr. Li the voting rights over matters relating to the Issuer’s board size and composition under the Board Proxy (as defined in Item 6)).

(2)

As a percentage of 519,588,563 total issued and outstanding Shares of the Issuer as of March 5, 2021, including 367,412,860 Class A Ordinary Shares and 152,175,703 Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote per share, and each Class B Ordinary Share is entitled to three votes per share. Accordingly, and based on the foregoing, the Shares beneficially owned by Mr. Li represent approximately 37.7% of the aggregate voting power of the total issued and outstanding Shares of the Issuer.

(3)

Represents 46,573,653 Class B Ordinary Shares that are subject to an irrevocable proxy with respect to all matters that require shareholder vote granted by Tencent to Mr. Li.

(4)

Represents 45,527,793 Class B Ordinary Shares held by Blue Dolphins.

The parties to the Irrevocable Proxy may be deemed to be a “group” pursuant to Rule 13d-5 of the Exchange Act. If the parties to the Irrevocable Proxy are deemed to be a group, the members of such group would be the Reporting Persons and Tencent.

Changes in the Reporting Persons’ beneficial ownership during the 60-day period prior to March 1, 2021 (the date of event of this Amendment No. 3) included:

(i)

vesting of 135 restricted share units granted to Mr. Li under the 2009 share incentive plan of the Issuer on January 31, 2021;

(ii)

the expected vesting of 5,000,000 options and 135 restricted shares units on April 30, 2021 pursuant to the share incentive awards to Mr. Li under the 2009 share incentive plan of the Issuer, which is within 60 days from March 1, 2021, the date on which Mr. Li acquired beneficial ownership of such 5,000,135 Class A Ordinary Shares;

(iii)

sale of 8,000 American Depositary Shares of the Issuer (each representing one Class A Ordinary Share of the Issuer, the “ADS”) beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$199.0 per share in open market transactions pursuant to a Rule 10b5-1 Sales Plan (the “Plan”) on January 6, 2021;

(iv)

sale of 8,000 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$226.4 per share in open market transactions pursuant to the Plan on January 13, 2021;

(v)

sale of 8,000 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$229.1 per share in open market transactions pursuant to the Plan on January 19, 2021;

(vi)

sale of 8,000 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$222.9 per share in open market transactions pursuant to the Plan on January 28, 2021;

(vii)

sale of 8,000 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$237.7 per share in open market transactions pursuant to the Plan on February 2, 2021; and

(viii)

changes in the number of Class A ordinary shares subject to the irrevocable voting proxies granted by certain directors and employees of the Issuer, certain affiliates of employees, Garena ESOP Program (PTC) Limited and a family member of Mr. Li.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1

Joint Filing Agreement dated March 23, 2020 by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 from the Reporting Persons’ Schedule 13D Amendment No. 2 filed with the SEC on March 23, 2020)

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 10, 2021

Forrest Xiaodong Li	/s/ Forrest Xiaodong Li

Blue Dolphins Venture Inc	By:	/s/ Forrest Xiaodong Li
	Name:	Forrest Xiaodong Li
	Title:	Director

[Signature Page to Schedule 13D/A]

SEC Form SC 13D/A filed