UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 15)

 
Soufun Holdings Limited
(Name of Issuer)
 
 
Class A ordinary shares, par value HK$1.00 per share
(Title of Class of Securities)
 
 
  836034108**  
(CUSIP Number)
 
 

James C. Lin

Davis Polk & Wardwell

Hong Kong Club Building

3A Chater Road

Hong Kong

+852 2533 3368

 
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
May 21, 2015
(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-l(f) or 240.13d-l(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 §240.13d-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 American Depositary Shares, evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share. No CUSIP has been assigned to the Class A Ordinary Shares.
 
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. 836034108

13D Page 2 of 21 Pages

 

1.

NAME OF REPORTING PERSON

Hunt 7-A Guernsey L.P. Inc

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,168,554

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,168,554

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,168,554

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.0% (1)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

       

(1) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

  

 

 

 

 

CUSIP No. 836034108

13D Page 3 of 21 Pages


1.

NAME OF REPORTING PERSON

Apax Europe VII-A L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,168,554

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,168,554

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,168,554

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.0% (2)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

       

(2) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 4 of 21 Pages

 

1.

NAME OF REPORTING PERSON

Hunt 7-B Guernsey L.P. Inc

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

2,200,479

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

2,200,479

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,200,479

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.8% (3)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

       

(3) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

  

 

 

 

 

CUSIP No. 836034108

13D Page 5 of 21 Pages

  

1.

NAME OF REPORTING PERSON

Apax Europe VII-1 L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

2,200,479

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

2,200,479

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,200,479

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.8% (4)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

       

(4) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 6 of 21 Pages

 

1.

NAME OF REPORTING PERSON

Apax Europe VII-B L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

2,200,479

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

2,200,479

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,200,479

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.8% (5)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

       

(5) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 7 of 21 Pages

 

1.

NAME OF REPORTING PERSON

Apax Europe VI-1 L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

2,200,479

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

2,200,479

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,200,479

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.8% (6)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

       

(6) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

  

 

 

 

CUSIP No. 836034108

13D Page 8 of 21 Pages

  

1.

NAME OF REPORTING PERSON

Hunt 7-A GP Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

3,369,033

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

3,369,033

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,369,033

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8% (7)

14.

TYPE OF REPORTING PERSON (See Instructions)

OO

       

(7) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

  

 

 

 

CUSIP No. 836034108

13D Page 9 of 21 Pages

  

1.

NAME OF REPORTING PERSON

Hunt 6-A Guernsey L.P. Inc

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,293,891

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,293,891

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,293,891

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.2%(8)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

       

(8) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

  

 

 

 

CUSIP No. 836034108

13D Page 10 of 21 Pages

  

1.

NAME OF REPORTING PERSON

Hunt 6-A GP Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,293,891

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,293,891

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,293,891

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.2% (9)

14.

TYPE OF REPORTING PERSON (See Instructions)

OO

       

(9) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 11 of 21 Pages

 

1.

NAME OF REPORTING PERSON

Apax Europe VI-A, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,293,891

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,293,891

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,293,891

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.2% (10)

14.

TYPE OF REPORTING PERSON (See Instructions)

PN

       

(10) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

CUSIP No. 836034108

13D Page 12 of 21 Pages

 

1.

NAME OF REPORTING PERSON

Apax Europe VI GP L.P. Inc

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

3,494,370

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

3,494,370

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,494,370

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.0% (11)

14.

TYPE OF REPORTING PERSON (See Instructions)

OO

       

(11) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

  

 

 

 

CUSIP No. 836034108

13D Page 13 of 21 Pages

  

1.

NAME OF REPORTING PERSON

Apax Europe VI GP Co. Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

3,494,370

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

3,494,370

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,494,370

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.0%(12)

14.

TYPE OF REPORTING PERSON (See Instructions)

OO

       

(12) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

  

 

 

 

CUSIP No. 836034108

13D Page 14 of 21 Pages

  

1.

NAME OF REPORTING PERSON

Apax Europe VII GP L.P. Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

3,369,033

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

3,369,033

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,369,033

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8% (13)

14.

TYPE OF REPORTING PERSON (See Instructions)

OO

       

(13) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

 

CUSIP No. 836034108

13D Page 15 of 21 Pages

 

1.

NAME OF REPORTING PERSON

Apax Europe VII GP Co. Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ 

(b) ☒ 

3. SEC USE ONLY
4.

SOURCE OF FUNDS

OO

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

3,369,033

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

3,369,033

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,369,033

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8% (14)

14.

TYPE OF REPORTING PERSON (See Instructions)

OO

       

(14) Based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

 

CUSIP No. 836034108

13D Page 16 of 21 Pages

  

This Amendment No. 15 (this “Amendment No. 15”) amends that certain Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2010 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on September 19, 2012 ( “Amendment No. 1”), Amendment No. 2 to the Original 13D filed with the SEC on November 29, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original 13D filed with the SEC on December 6, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original 13D filed with the SEC on January 9, 2014 (“Amendment No. 4”), Amendment No. 5 to the Original 13D filed with the SEC on June 6, 2014 (“Amendment No. 5”), Amendment No. 6 to the Original 13D filed with the SEC on June 13, 2014 (“Amendment No. 6”), Amendment No. 7 to the Original 13D filed with the SEC on September 30, 2014 (“Amendment No. 7”), Amendment No. 8 to the Original 13D filed with the SEC on December 23, 2014 (“Amendment No. 8”), Amendment No. 9 to the Original 13D filed with the SEC on February 12, 2015 (“Amendment No. 9”) , Amendment No. 10 to the Original 13D filed with the SEC on February 20, 2015 (“Amendment No.10”), Amendment No. 11 to the Original 13D filed with the SEC on March 16, 2015 (“Amendment No. 11”), Amendment No. 12 to the Original 13D filed with the SEC on March 20, 2015 (“Amendment No. 12”), Amendment No. 13 to the Original 13D filed with the SEC on March 23, 2015 (“Amendment No. 13”), Amendment No. 14 to the Original 13D filed with the SEC on March 31, 2015 (“Amendment No. 14” and together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13 and this Amendment No. 15, the “Schedule 13D”) relating to the Class A Ordinary Shares, HK$1.00 par value per share of SouFun Holdings Limited (the “Issuer”), a Cayman Islands exempted company with limited liability.  The Issuer’s American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share, are listed on the New York Stock Exchange under the symbol “SFUN.”

 

This Amendment No. 15 is being filed to report changes to the beneficial ownership as a result of the open market sales of ADSs, representing Class A Ordinary Shares by one or more Reporting Persons.

 

Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used therein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

 

Item 2. Identity and Background

 

The first sentence of the second paragraph of Item 2 is hereby amended and restated as follows:

 

Each of Apax 7-A, Apax 7-B and Apax 6-A is a Guernsey limited partnership and as of the date hereof, owns 1,168,554, 2,200,479 and 1,293,891 Class A Ordinary Shares, respectively.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended and supplemented by adding the following at the end thereof:

 

Between May 20, 2015 and May 21, 2015, the Reporting Persons sold an aggregate of 15,000,000 ADSs, representing 3,000,000 Class A Ordinary Shares, in open market transactions, which amount constitutes 5.1% of the outstanding Class A Ordinary Shares.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a), (b) and (c) are hereby amended and restated as follows:

 

(a) and (b)

 

The information set forth in the cover pages of this Amendment No. 15 is incorporated herein by reference.

 

All ownership percentages set forth in this Item 5 are based on 58,364,924 Class A Ordinary Shares outstanding as of December 31, 2014, as disclosed on Form 20-F filed by the Issuer on April 28, 2015.

 

 

 

 

 

CUSIP No. 836034108

13D Page 17 of 21 Pages

  

Apax 7-A may be deemed to beneficially own 1,168,554 Class A Ordinary Shares, which amount constitutes 2.0% of the outstanding Class A Ordinary Shares.  Apax Europe VII-A, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.

 

Apax 7-B may be deemed to beneficially own 2,200,479 Class A Ordinary Shares, which amount constitutes 3.8% of the outstanding Class A Ordinary Shares.  Each of Apax Europe VII-1, L.P., Apax Europe VII-B, L.P. and Apax Europe VI-1, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.

 

Hunt 7-A GP Limited, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 3,369,033 Class A Ordinary Shares with Apax 7-A and Apax 7-B, which amount constitutes 5.8% of the outstanding Class A Ordinary Shares.

 

Apax 6-A may be deemed to beneficially own 1,293,891 Class A Ordinary Shares, which amount constitutes 2.2% of the outstanding Class A Ordinary Shares.  Each of Hunt 6-A GP Limited and Apax Europe VI-A, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.

 

Each of the Apax Europe VII Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 3,369,033 Class A Ordinary Shares with the Apax Europe VII Funds, which amount constitutes 5.8% of the outstanding Class A Ordinary Shares.

 

Each of the Apax Europe VI Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 3,494,370 Class A Ordinary Shares with the Apax Europe VI Funds, which amount constitutes 6.0% of the outstanding Class A Ordinary Shares.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of such persons, other than Apax 7-A, Apax 7-B or Apax 6-A that it is the beneficial owner of any of the Class A Ordinary Shares referred to herein for purposes of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(c) Other than as disclosed below, there have been no transactions in the Issuer’s shares by the Reporting Persons.

 

On May 20, 2015, Apax 7-A sold 14,116 ADSs, representing 2,823 Class A Ordinary Shares, Apax 7-B sold 26,582 ADSs, representing 5,316 Class A Ordinary Shares and Apax 6-A sold 15,631 ADSs, representing 3,126 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $7.3643 per ADS, representing $36.8215 per share.

 

On May 21, 2015, Apax 7-A sold 3,744,959 ADSs, representing 748,992 Class A Ordinary Shares, Apax 7-B sold 7,052,064 ADSs, representing 1,410,413 Class A Ordinary Shares and Apax 6-A sold 4,146,648 ADSs, representing 829,330 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $7.1 per ADS, representing $35.5 per share.

 

 

 

 

 

 

CUSIP No. 836034108

13D Page 18 of 21 Pages

  

 

 

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: May 22, 2015

 

HUNT 7-A GUERNSEY L.P. INC
   
   
By: /s/ Robert Parry
  Name: Robert Parry
  Title: Director

 

 

HUNT 7-B GUERNSEY L.P. INC
   
   
By: /s/ Robert Parry
  Name: Robert Parry
  Title: Director

 

 

HUNT 7-A GP LIMITED
   
   
By: /s/ Robert Parry
  Name: Robert Parry
  Title: Director

 

 

HUNT 6-A GUERNSEY L.P. INC
   
   
By: /s/ Robert Parry
  Name: Robert Parry
  Title: Director

  

 

 

 

CUSIP No. 836034108

13D Page 19 of 21 Pages

  

 

HUNT 6-A GP LIMITED
   
By: /s/ Robert Parry
  Name: Robert Parry
  Title: Director

  

BY APAX EUROPE VI GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VI GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VI-A, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

 

BY APAX EUROPE VI GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VI GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VI-1, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

 

BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VII-A, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

  

 

 

 

 

CUSIP No. 836034108

13D Page 20 of 21 Pages

 

 

 

BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VII-B, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

 

BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF

 

APAX EUROPE VII-1, L.P.

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director of the General Partner

 

APAX EUROPE VI GP L.P. INC.

 

By:  Apax Europe VI GP Co. Limited, its general partner

 
 
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director

 

APAX EUROPE VI GP CO. LIMITED
   
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director

 

 

 

 

CUSIP No. 836034108

13D Page 21 of 21 Pages

 

 

APAX EUROPE VII GP L.P. INC.

 

By:  Apax Europe VII GP Co. Limited, its general partner

 
   
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director

 

APAX EUROPE VII GP CO. LIMITED
   
   
By: /s/ Andrew W Guille
  Name: Andrew W Guille
  Title: Director