UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | Â (2) | Â (3) | Class A Common Stock | 13,490,139 | $ (2) | D (1) | Â |
Series A Preferred Stock | Â (2) | Â (3) | Class B Common Stock | 3,630,428 | $ (2) | D (1) | Â |
Series E Preferred Stock | Â (2) | Â (3) | Class B Common Stock | 7,169,880 | $ (2) | D (1) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DST USA Ltd C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE |
 |  X |  |  |
DST Holdings Ltd C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE |
 |  X |  |  |
United Venture Ltd C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE |
 |  X |  |  |
Orland Properties Ltd C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE |
 |  X |  |  |
Channel Trustees Ltd as trustee of the Yury Milner Trust C/O TULLOCH & CO., 4 HILL STREET LONDON, X0 W1J 5NE |
 |  X |  |  |
DST USA Limited, By: DST Holdings Limited, its manager, By: /s/ Alastair Tulloch, Secretary | 05/17/2012 | |
**Signature of Reporting Person | Date | |
DST Holdings Limited, By: /s/ Alastair Tulloch, Secretary | 05/17/2012 | |
**Signature of Reporting Person | Date | |
United Venture Limited, By: /s/ Alastair Tulloch, Secretary | 05/17/2012 | |
**Signature of Reporting Person | Date | |
Orland Properties Limited, By: /s/ Alastair Tulloch, Secretary | 05/17/2012 | |
**Signature of Reporting Person | Date | |
The Yury Milner Trust, By: /s/ Alastair Tulloch, Trustee | 05/17/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These shares are owned directly by DST USA Limited, whose majority ordinary shareholder is DST Holdings Limited, whose majority ordinary shareholder is United Venture Limited, a wholly-owned subsidiary of Orland Properties Limited, which is controlled by The Yury Milner Trust. Each reporting person other than DST USA Limited and The Yury Milner Trust may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership. |
(2) | The Series A Preferred Stock and Series E Preferred Stock will automatically convert into shares of Class B Common Stock on a l-for-1 basis in connection with consummation of an initial public offering. The Class B Common Stock is convertible on a l-for-1 basis into shares of Class A Common stock (i) at any time at the option of the holder, and (ii) mandatorily upon the occurrence of specified events. |
(3) | No expiration date. |
 Remarks: Exhibit List: Exhibit 99 - Joint Filer Information |