UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

CTRIP.COM INTERNATIONAL, LTD.

(Name of Issuer)

 

American Depositary Shares, each representing 0.25 Ordinary Shares, par value $0.01 per share

(Title of Class of Securities)

 

22943F100

(CUSIP Number)

 

Peter Millones

Executive Vice President, General Counsel and Corporate Secretary

The Priceline Group Inc.

800 Connecticut Avenue

Norwalk, Connecticut 06854

(203) 299-8000

 

with a copy to:

 

Brian E. Hamilton, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004-2498

212-558-4000

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

 

October 15, 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-1(f) or 240.13d-1(g), check the following box. o

 

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.

 

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. 22943F100

 

 

1

Names of Reporting Persons
Priceline Group Treasury Company B.V.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
The Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
19,087,150*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
19,087,150*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
19,087,150*

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.63**

 

 

14

Type of Reporting Person (See Instructions)
CO

 


* Includes the 10,544,200 ADSs purchased by Purchaser pursuant to the Priceline Purchase Right and the 8,542,950 ADSs issuable upon conversion of the 2015 Convertible Note and the Convertible Note, as described herein. See Item 5.

 

** Based on 37,782,041.5 outstanding Ordinary Shares, after giving effect to the transactions described in Item 4. See Item 5.

 

2



 

CUSIP No. 22943F100

 

 

1

Names of Reporting Persons
The Priceline Group Inc.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
19,087,150*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
19,087,150*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
19,087,150*

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.63**

 

 

14

Type of Reporting Person (See Instructions)
CO

 


* Includes the 10,544,200 ADSs purchased by Purchaser pursuant to the Priceline Purchase Right and the 8,542,950 ADSs issuable upon conversion of the 2015 Convertible Note and the Convertible Note, as described herein. See Item 5.

 

** Based on 37,782,041.5 outstanding Ordinary Shares, after giving effect to the transactions described in Item 4. See Item 5.

 

3



 

 

This Amendment No. 6 (this “Amendment No. 6”) amends that certain statement on Schedule 13D filed by The Priceline Group Inc., a Delaware corporation (“Priceline”), and Priceline Group Treasury Company B.V., a Netherlands company and an indirect wholly owned subsidiary of Priceline (“Purchaser,” and together with Priceline, the “Reporting Persons”), with the Securities and Exchange Commission (“SEC”) on September 29, 2014 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on October 10, 2014 (“Amendment No. 1”), Amendment No. 2 to the Original 13D filed with the SEC on October 20, 2014 (“Amendment No. 2”), Amendment No. 3 to the Original 13D filed with the SEC on November 5, 2014 (“Amendment No. 3”), Amendment No. 4 to the Original 13D filed with the SEC on May 29, 2015 and Amendment No. 5 to the original 13D filed with the SEC on September 15, 2015 (together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 Amendment No. 4 and this Amendment No. 6, the “Schedule 13D”), relating to the American Depositary Shares (“ADSs”), each representing 0.25 ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of Ctrip.com International, Ltd., a Cayman Islands exempted company (the “Issuer”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

 

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

 

The second sentence of the second paragraph of Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

As of October 15, 2015, since August 7, 2014, Purchaser has made open market purchases of ADSs totaling $630,514,593.58 pursuant to a purchase plan established pursuant to Rule 10b5-1 under the Exchange Act (the “10b5-1 Plan”).   The funds used to purchase these ADSs pursuant to the Priceline Purchase Right were obtained from the general working capital of Purchaser.

 

Item 5.                                           Interest in Securities of the Issuer.

 

(a), (b) The first sentence of the second paragraph of Items 5(a) and (b) of the Schedule 13D is hereby amended and restated as follows:

 

As of October 15, 2015, each of the Reporting Persons beneficially owns or may be deemed to beneficially own, as the case may be, 19,087,150 ADSs, including the 10,544,200 ADSs purchased by Purchaser pursuant to the Priceline Purchase Right and the 8,542,950 ADSs issuable upon conversion of the Convertible Notes, representing 4,771,787.5 Ordinary Shares or approximately 12.63% of the outstanding Ordinary Shares.

 

(c) The table contained in Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following rows (but not the column headings, which are included herein for reference only) to the bottom of the table:

 

Name of Reporting Person

 

Trade Date

 

Purchased /
(Sold)

 

Average Price
per ADS ($)

 

Priceline Group Treasury Company B.V.

 

9/15/2015

 

60,300

 

66.2712

 

Priceline Group Treasury Company B.V.

 

9/16/2015

 

9,900

 

69.6130

 

Priceline Group Treasury Company B.V.

 

9/17/2015

 

5,600

 

69.9552

 

Priceline Group Treasury Company B.V.

 

9/18/2015

 

58,000

 

68.9638

 

Priceline Group Treasury Company B.V.

 

9/21/2015

 

58,700

 

68.0825

 

Priceline Group Treasury Company B.V.

 

9/22/2015

 

78,800

 

66.1500

 

Priceline Group Treasury Company B.V.

 

9/23/2015

 

91,100

 

65.7857

 

Priceline Group Treasury Company B.V.

 

9/24/2015

 

88,700

 

65.0063

 

Priceline Group Treasury Company B.V.

 

9/25/2015

 

90,600

 

66.1879

 

Priceline Group Treasury Company B.V.

 

9/28/2015

 

127,200

 

62.8667

 

Priceline Group Treasury Company B.V.

 

9/29/2015

 

129,200

 

61.8998

 

Priceline Group Treasury Company B.V.

 

9/30/2015

 

97,200

 

62.9956

 

Priceline Group Treasury Company B.V.

 

10/1/2015

 

128,200

 

62.3699

 

Priceline Group Treasury Company B.V.

 

10/2/2015

 

81,700

 

65.6243

 

Priceline Group Treasury Company B.V.

 

10/5/2015

 

58,000

 

68.9019

 

Priceline Group Treasury Company B.V.

 

10/6/2015

 

58,000

 

68.8804

 

Priceline Group Treasury Company B.V.

 

10/7/2015

 

18,100

 

69.6521

 

Priceline Group Treasury Company B.V.

 

10/8/2015

 

59,200

 

67.5218

 

Priceline Group Treasury Company B.V.

 

10/9/2015

 

58,900

 

67.8661

 

Priceline Group Treasury Company B.V.

 

10/12/2015

 

58,500

 

68.3327

 

Priceline Group Treasury Company B.V.

 

10/13/2015

 

58,100

 

68.7825

 

Priceline Group Treasury Company B.V.

 

10/14/2015

 

58,500

 

68.2720

 

Priceline Group Treasury Company B.V.

 

10/15/2015

 

51,900

 

69.6153

 

 

4



 

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: October 19, 2015

 

 

 

THE PRICELINE GROUP INC.

 

 

 

/s/ Peter J. Millones

 

Name:

Peter J. Millones

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

PRICELINE GROUP TREASURY COMPANY B.V.

 

 

 

/s/ Daniel J. Finnegan

 

Name:

Daniel J. Finnegan

 

Title:

Director

 

5