FMCN Focus Media Holding Limited ADS, Each of Which Represents Five Ordinary Shares (MM)

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This amendment No. 8 to Schedule 13D (this “Amendment No. 8”) is filed jointly by Jason Nanchun Jiang (“Mr. Jiang”), JJ Media Investment Holding Limited (“JJ Media”), Target Sales International Limited (“Target Sales”) and Target Management Group Limited (“Target Management”, and together with Mr. Jiang, JJ Media, and Target Sales, the “Reporting Persons”).

This Amendment No. 8 amends and supplements the statement on Schedule 13D filed jointly with the Securities and Exchange Commission on February 5, 2010 (the “Schedule 13D”) by Mr. Jiang and JJ Media with respect to ordinary shares, par value $0.00005 per share (the “Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (the “ADSs”), of Focus Media Holding Limited (the “Company” or the “Issuer”), as previously amended and supplemented by amendments to the Schedule 13D filed on September 10, 2010, June 29, 2011, October 4, 2011, November 25, 2011, April 18, 2012, August 14, 2012 and December 21, 2012.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On April 29, 2013 at 10:00 a.m. (Hong Kong time), an extraordinary general meeting (“EGM”) of the Company was held at 26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong. At the EGM, the Company’s shareholders voted to approve the agreement and plan of merger, dated as of December 19, 2012 (the “Merger Agreement”), by and among the Company, Giovanna Parent Limited (“Parent”) and Giovanna Acquisition Limited (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

On May 23, 2013, the Company filed the plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of May 23, 2013, pursuant to which the Merger became effective on May 23, 2013. As a result of the Merger, the Company ceased to be a publicly traded company and became wholly beneficially owned by the Reporting Persons, Fosun International Limited (“Fosun”) and certain other parties.

At the effective time of the Merger, each Ordinary Share, including the ADSs, issued and outstanding immediately prior to the effective time of the Merger, other than a portion of the Ordinary Shares beneficially owned by the Reporting Persons and by Fosun (collectively, the “Rollover Shares”), was cancelled in exchange for the right to receive $5.50 in cash without interest, and for the avoidance of doubt, because each ADS represents five Ordinary Shares, each issued and outstanding ADS (other than any ADS that represents Rollover Shares) was cancelled in exchange for the right to receive $27.50 in cash without interest (less $0.05 per ADS cancellation fees pursuant to the terms of the amended and restated deposit agreement, dated as of April 9, 2007, by and among the Company, Citibank, N.A. and the holders and beneficial owners of ADSs issued thereunder), in each case, net of any applicable withholding taxes. For the avoidance of doubt, there were no dissenting shares in the Merger as the Company did not receive any notice of objection from any shareholder prior to the vote to approve the Merger, which is required for exercising any dissenter rights. The Rollover Shares were cancelled for no cash consideration.

In addition, at the effective time of the Merger, each outstanding vested and unexercised option to purchase Ordinary Shares or ADSs granted under the Company’s 2003 Employee Share Option Scheme, 2005 Employee Share Option Plan, 2006 Employee Share Option Plan, 2007 Employee Share Option Plan, 2010 Employee Share Option Plan and/or 2013 Employee Share Option Plan (collectively, the “Company Share Incentive Plans”) was cancelled and converted into the right to receive, as soon as practicable after the effective time of the Merger, a cash amount equal to the number of Ordinary Shares or ADSs underlying such option immediately prior to the effective time of the Merger multiplied by the amount by which $5.50 (in the case of an option to purchase Ordinary Shares) or $27.50 (in the case of an option to purchase ADSs) exceeds the exercise price per Share or ADS of such vested option. There are no outstanding unvested options to purchase Ordinary Shares or ADSs granted under the Company Share Incentive Plans as of the effective time of the Merger.

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Except as provided under (i) the chairman rollover agreement entered into concurrently with the execution and delivery of the Merger Agreement by and among Giovanna Group Holdings Limited (“Holdco”), Parent and the Reporting Persons, (ii) the management rollover agreements entered into concurrently with the execution and delivery of the Merger Agreement by and between Holdco and certain members of the senior management of the Company, namely Gancong Deng, Xiaomin Du, Kit Leong Low, Jun Long, Lan Luo, Wei Ni, Qian Qian, Yafang Tu, Yuchun Wang, Yan Chen and Chenjun Tao (the “Management Rollover Securityholders”) and (iii) the arrangement with respect to restricted share units held by certain non-management directors, namely Fumin Zhuo, Nanpeng Shen, Daqing Qi, David Ying Zhang, Ying Wu and Charles Chao, and certain consultants, namely Wei Gong, Junyan Li and Alex Deyi Yang (collectively, the “Director and Consultant Parties”), at the effective time of the Merger, each outstanding restricted share unit granted under the Company Share Incentive Plans was cancelled and converted into the right to receive, as soon as practicable after the effective time of the Merger, a restricted cash award in an amount equal to the number of Ordinary Shares or ADSs underlying such restricted share unit immediately prior to the effective time of the Merger multiplied by $5.50 (for a restricted share unit representing the right to receive Ordinary Shares) or $27.50 (for a restricted share unit representing the right to receive ADSs) and subject to the same vesting terms applicable to the unvested restricted share unit from which it was converted.

Immediately prior to the closing of the Merger, all restricted share units held by the Reporting Persons that are outstanding as of January 1, 2013 became vested. At the closing of the Merger, other than a portion of the restricted share units held by the Reporting Persons (such portion being the “Chairman Rollover RSUs”), each restricted share unit held by the Reporting Persons was cancelled and converted into the right to receive cash in an amount equal to $5.50 (for a restricted share unit representing the right to receive Ordinary Shares) or $27.50 (for a restricted share unit representing the right to receive ADSs). Each Chairman Rollover RSU was cancelled without consideration and the Reporting Persons subscribed for newly issued ordinary shares of Holdco at an aggregate subscription price that was offset by the merger consideration otherwise payable to the Reporting Persons in respect of the Chairman Rollover RSUs and the Chairman’s Rollover Shares.

Each restricted share unit held by the Management Rollover Securityholders as of January 1, 2013 (collectively, the “Management Rollover RSUs”) was cancelled at the closing of the Merger without cash consideration and, as soon as reasonably practicable following the closing of the Merger, will be replaced by a number of restricted shares units of Holdco, which are exchangeable for ordinary shares of Holdco, equal to the product (rounded down to the nearest whole share) of (x) the number of restricted share units subject to rollover multiplied by (y) the ratio of the per Ordinary Share merger consideration to the per share value of each ordinary share of Holdco (which is obtained by dividing the aggregate equity contribution to Holdco on the closing of the Merger by the number of ordinary shares of Holdco issued on the closing date). The restricted share units of Holdco granted to each Management Rollover Securityholder will vest on the dates set forth in his or her Management Rollover Agreement if such Management Rollover Securityholder remains continuously employed by the Company after the Merger on each applicable vesting date.

Each restricted share unit held by the Director and Consultant Parties as of the effective time of the Merger was cancelled at the effective time of the Merger and converted into the right to receive restricted cash awards, which will vest as soon as practicable after the closing of the Merger as to be determined by Parent. Upon vesting, each Director and Consultant Party will be paid a cash amount equal to the product of $5.50 and the number of Ordinary Shares underlying the restricted share units from which the restricted cash award was converted.

Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub ceased. As a result of the Merger, the ADSs ceased to trade on the NASDAQ Global Select Market (“NASDAQ”) following the close of trading on May 23, 2013 and became eligible for delisting from NASDAQ and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

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SIGNATURES

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