UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)
 
 
 
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)
 
 
March 13, 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.  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.
 
**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)    o
(b)    x
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)
 
o
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
 
3,248,575
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
3,248,575
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,248,890
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)
 
5.6% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
3,248,575
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
3,482,575
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,248,575
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)
 
5.6% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
6,117,330
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
6,117,330
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,117,330
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)
 
10.5% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
6,117,330
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
6,117,330
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,117,330
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)
 
10.5% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
6,117,330
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
6,117,330
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,117,330
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)
 
10.5% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
6,117,330
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
6,117,330
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,117,330
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)
 
10.5% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
9,365,905
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
9,365,905
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,365,905
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)
 
16.0% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
3,597,019
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
3,597,019
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,597,019
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)
 
6.2% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
3,597,019
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
3,597,019
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,597,019
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)
 
6.2% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
3,597,019
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
3,597,019
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,597,019
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)
 
6.2% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
9,714,349
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
9,714,349
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,714,349
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)
 
16.6% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
9,714,349
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
9,714,349
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,714,349
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)
 
16.6% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
9,365,905
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
9,365,905
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,365,905
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)
 
16.0% (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 6-K filed by the Issuer on February 11, 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)     o
(b)    x
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)
 
o
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
 
9,365,905
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
9,365,905
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,365,905
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)
 
16.0% (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 6-K filed by the Issuer on February 11, 2015.
 
 
 
 
CUSIP No. 836034108
13D
Page 16 of 21 Pages
 
This Amendment No. 11 (this “Amendment No. 11”) 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” 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 and this Amendment No. 11, 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. 11 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 3,248,575, 6,117,330  and 3,597,019 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 February 24, 2015 and March 13, 2015 (inclusive) the Reporting Persons sold an aggregate of 4,675,000 ADSs, representing 935,000 Class A Ordinary Shares, in open market transactions, which amount constitutes 1.6% 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. 10 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 6-K filed by the Issuer on February 11, 2015.
 
Apax 7-A may be deemed to beneficially own 3,248,575 Class A Ordinary Shares, which amount constitutes 5.6% 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 6,117,330  Class A Ordinary Shares, which amount constitutes 10.5% 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.

 
 
 
 
CUSIP No. 836034108
13D
Page 17 of 21 Pages
 
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 9,365,905 Class A Ordinary Shares with Apax 7-A and Apax 7-B, which amount constitutes 16.0% of the outstanding Class A Ordinary Shares.
 
Apax 6-A may be deemed to beneficially own 3,597,019 Class A Ordinary Shares, which amount constitutes 6.2% 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 9,365,905 Class A Ordinary Shares with the Apax Europe VII Funds, which amount constitutes 16.0% 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 9,714,349 Class A Ordinary Shares with the Apax Europe VI Funds, which amount constitutes 16.6% 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 February 24, 2015, Apax 7-A sold 135,734 ADSs, representing 27,147 Class A Ordinary Shares, Apax 7-B sold 255,597 ADSs, representing 51,119 Class A Ordinary Shares and Apax 6-A sold 150,293 ADSs, representing 30,059 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $7.2668 per ADS, representing $36.334 per share.

On February 27, 2015, Apax 7-A sold 10,951 ADSs, representing 2,190 Class A Ordinary Shares, Apax 7-B sold 20,623 ADSs, representing 4,125 Class A Ordinary Shares and Apax 6-A sold 12,126 ADSs, representing 2,425 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $7.252 per ADS, representing $36.26 per share.

On March 13, 2015, Apax 7-A sold 1,024,892 ADSs, representing 204,978 Class A Ordinary Shares, Apax 7-B sold 1,929,959 ADSs, representing 385,992 Class A Ordinary Shares and Apax 6-A sold 1,134,825 ADSs, representing 226,965 Class A Ordinary Shares, in each case through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $5.5 per ADS, representing $27.5 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: March 16, 2015
 

 
HUNT 7-A GUERNSEY L.P. INC
   
         
 
By:
  /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  
 


 
HUNT 7-B GUERNSEY L.P. INC
   
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  
 
 

 
HUNT 7-A GP LIMITED
   
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director
 
 
 

 
HUNT 6-A GUERNSEY L.P. INC
   
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    Title:
Director of General Partner
  
 
 
 
 
 
CUSIP No. 836034108
13D
Page 19 of 21 Pages

 
HUNT 6-A GP LIMITED
   
         
 
By:
 /s/ Andrew W Guille  
    Name:
Andrew W Guille
  
    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 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 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 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 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 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