- Amended Statement of Ownership (SC 13G/A)
10 2월 2011 - 5:24AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 4)*
Vimicro
International Corporation
Ordinary
Shares
(Title of
Class of Securities)
G9366M103
(CUSIP
Number)
December
31, 2010
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
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
disclosures provided in a prior cover page. This Amendment No. 4 to
Schedule 13G is deemed to amend the Schedule 13G filed with the Securities and
Exchange Commission on February 8, 2010.
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).
(Continued
on following pages)
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
11,333,961
ordinary shares
|
6
|
SHARED
VOTING POWER
|
7
|
SOLE
DISPOSITIVE POWER
11,333,961
ordinary shares
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
11,333,961
ordinary shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES*
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.56%
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
1
|
NAME
OF REPORTING PERSON
Vimicro
Tianjin Corporation
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
9,053,961
ordinary shares
|
6
|
SHARED
VOTING POWER
|
7
|
SOLE
DISPOSITIVE POWER
9,053,961
ordinary shares
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
9,053,961
ordinary shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES*
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.13%
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
ITEM
1(a).
|
NAME OF
ISSUER:
|
|
Vimicro
International Corporation (the
“Issuer”)
|
ITEM
1(b).
|
ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES:
|
|
15/F
Shining Tower, No. 35 Xueyuan Road, Haidian District, Beijing 100083,
People’s Republic of China
|
ITEM
2(a).
|
NAME OF PERSON
FILING:
|
|
Vimicro
Tianjin Corporation
|
ITEM
2(b).
|
ADDRESS OF PRINCIPAL
BUSINESS OFFICE, OR, IF NONE,
RESIDENCE:
|
15/F
Shining Tower,
No. 35
Xueyuan Road
Haidian
District, Beijing 100083
People’s
Republic of China
|
Xiaodong
Yang is a citizen of the People’s Republic of
China.
|
|
The
Record Holder is a British Virgin Islands
corporation.
|
ITEM
2(d).
|
TITLE OF CLASS OF
SECURITIES:
|
G9366M103
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:
|
|
|
11,333,961
|
|
7.56%
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vimicro
Tianjin Corporation
|
|
9,053,961
|
|
6.13%
|
|
|
|
|
|
|
|
0
|
The
Record Holder is the record owner of 9,053,961 ordinary shares of the Issuer
(including 1,842,638.25 ordinary shares that are subject to a three-year lock-up
on transfer). Xiaodong Yang is the sole director and shareholder of the Record
Holder and may be deemed to be the beneficial owner of the ordinary shares held
by the Record Holder.
Pursuant
to Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Yang may be deemed to
be the beneficial owner of 2,280,000 ordinary shares issuable upon the exercise
of vested options within 60 days.
ITEM
5.
|
OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS:
|
ITEM
6.
|
OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
:
|
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
:
|
ITEM
9.
|
NOTICE OF DISSOLUTION
OF GROUP
:
|
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.
Dated: February
9, 2011
|
|
|
|
|
|
|
|
/s/
Xiaodong
Yang
|
|
|
Xiaodong
Yang
|
|
|
|
|
|
|
|
|
|
Vimicro
Tianjin Corporation
|
By:
|
/s/
Xiaodong
Yang
|
|
|
Name:
|
Xiaodong
Yang
|
|
|
Title:
|
Director
|
|
|
|
|
|
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