eh1201174_13da1-soufun.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D/A
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934
 
 
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)
 
Amit Gupta
6th Floor, Tower A
1 CyberCity, Ebene, Mauritius
+230 (403) 6074
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

With a copy to:

Thomas J. Murphy
c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, Connecticut 06830
(203) 629-8600
 
 
September 17, 2012
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(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 Rule 13d-1(a) 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 applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing four Class A ordinary shares.  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
 
 SCHEDULE 13D
Page 2 of 13


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
15,382,931
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
15,382,931
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,382,931
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
28.2%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 

CUSIP No. 836034108
 
 SCHEDULE 13D
Page 3 of 13


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Mauritius Limited
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Mauritius
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,382,931
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
15,382,931
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,382,931
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
28.2%
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
 

CUSIP No. 836034108
 
 SCHEDULE 13D
Page 4 of 13


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar (Mauritius) Limited
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Mauritius
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,382,931
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
15,382,931
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,382,931
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
28.2%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 5 of 13
 
 
 
Item 1.  Security and Issuer.
 
This Amendment No. 1 (this “Amendment”) to the Schedule 13D filed on September 30, 2010 relates to the Class A ordinary shares, par value HK$1.00 per share (the “Class A ordinary shares”) of SouFun Holdings Limited (the “Company”), and is being filed to amend the Schedule 13D as specifically set forth below. The principal executive offices of the Company are located at 8th Floor, Tower 3, Xihuan Plaza, No. 1 Xizhimenwai Avenue, Xicheng District, Beijing 100044, People’s Republic of China.
 
The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing four Class A ordinary shares, are listed on the New York Stock Exchange under the symbol “SFUN.”  The Reporting Persons own only Class A ordinary shares and do not own any ADSs.

Unless otherwise indicated, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D, and unless otherwise amended hereby, all information previously filed remains in effect.
 
Item 2.  Identity and Background.
 
Item 2 is hereby amended and restated as follows:

This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The members of the group are General Atlantic LLC, a Delaware limited liability company (“GA”), General Atlantic GenPar (Mauritius) Limited, a Mauritius private company limited by shares (“GenPar”), and General Atlantic Mauritius Limited, a Mauritius private company limited by shares (“GA Mauritius”). GenPar owns a majority of GA Mauritius’ voting shares. GA owns all the outstanding shares of GenPar.  The Managing Directors of GA are listed on Schedule B hereto (collectively, the “GA Managing Directors”). The information required by General Instruction C to Schedule 13D with respect to (i) the executive officers and directors of GA Mauritius and GenPar is listed on Schedule A hereto and (ii) the GA Managing Directors is listed on Schedule B hereto. The present principal occupation of each GA Managing Director is as a managing director at GA. As discussed under Item 6, Mr. Leng has been designated by GA Mauritius to be appointed as a member of the board of directors of the Company. GA is located at c/o General Atlantic Service Company, LLC, 3 Pickwick Plaza, Greenwich, Connecticut 06830.  GenPar and GA Mauritius are located at 6th Floor, Tower A, 1 CyberCity, Ebene, Mauritius.  Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
 
Item 3.  Source and Amount of Funds or Other Consideration.

No material change.
 
 
 
 
 
 
 
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 6 of 13
 
 
 
Item 4.  Purpose of Transaction.

No material change.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

All ownership percentages set forth herein assume that there are 54,631,233 Class A ordinary shares outstanding, as reported in the Company’s 6-K filed with the Securities and Exchange Commission on August 23, 2012.

(a)  As of the date hereof, GA Mauritius owns of record 15,382,931 Class A ordinary shares, representing 28.2% of the Company’s issued and outstanding Class A ordinary shares.
 
By virtue of the fact that (i) GenPar owns a majority of GA Mauritius’ voting shares and (ii) GA owns all of the outstanding shares of GenPar, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Class A Ordinary Shares owned of record by GA Mauritius.  As a result, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 15,382,931 Class A ordinary shares (calculated on the basis of the number of Class A
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 7 of 13
 
 
 
ordinary shares which may be acquired by the Reporting Persons within 60 days), or 28.2% of the Company’s issued and outstanding Class A ordinary shares.
 
(b)  Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 15,382,931 Class A ordinary shares that may be deemed to be owned beneficially by each of them.
 
(c)  Except as set forth in Item 3, Item 6 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A ordinary shares during the past 60 days.
 
(d)  No person other than the persons listed or the shareholders of GA Mauritius is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e)  Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

The description of the Option Agreement under Item 6 is hereby amended and supplemented by adding the following at the end thereof:

On September 17, 2012, GA Mauritius entered into an amendment to that certain Call Option Agreement, dated August 13, 2010, with Next Decade (the “Call Option Agreement”), pursuant to which the option period during which Next Decade has the right and option to purchase 987,656 Class A Ordinary Shares from GA Mauritius will expire on December 17, 2012. All other terms of the Call Option Agreement remain unchanged and in full force and effect. The amendment to the Call Option Agreement, which is filed hereto as Exhibit 7, is in incorporated herein by reference.

 
 
 
 
 
 
 
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 8 of 13
 
 
 
Item 7.  Materials to be Filed as Exhibits.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 9 of 13
 
 
 
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.
 
 
Dated:  November 5, 2012.

 
GENERAL ATLANTIC LLC
 
 
 
 
 
 
By:
/s/ Christopher G. Lanning
 
 
 
Name: Christopher G. Lanning
 
 
 
Title:   Managing Director
 
 
 
 
 
 
 
 
GENERAL ATLANTIC MAURITIUS LIMITED
 
 
 
 
 
 
By:
/s/ Christopher G. Lanning
 
 
 
Name: Christopher G. Lanning
 
 
 
Title:   Director
 
 
 
 
 
 
 
 
GENERAL ATLANTIC (GENPAR) MAURITIUS LIMITED
 
 
 
 
 
 
By:
/s/ Christopher G. Lanning
 
 
 
Name: Christopher G. Lanning
 
 
 
Title:   Director
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 10 of 13
 
 
 
Schedule A
 
Directors of General Atlantic Mauritius Limited
 
Name
Business Address
Citizenship
Principal Occupation
 
 
 
 
Jean Maurice
Richard Arlove
6th Floor, Tower A
1 Cyber City, Ebene, Maritius
Mauritian
Chief Executive Officer
       
Amit Gupta
6th Floor, Tower A
1 Cyber City, Ebene, Maritius
Indian
Senior Executive
       
Christopher G. Lanning
55 East 52nd Street
32nd Floor
New York, New York 10055  USA
U.S.
Managing Director of General Atlantic LLC
 
 
Directors of General Atlantic GenPar (Mauritius) Limited
 
Name
Business Address
Citizenship
Principal Occupation
 
 
 
 
Jean Maurice
Richard Arlove
6th Floor, Tower A
1 Cyber City, Ebene, Maritius
Mauritian
Chief Executive Officer of Abax Corporate Services Ltd.
       
Amit Gupta
6th Floor, Tower A
1 Cyber City, Ebene, Maritius
Indian
Senior Executive of Abax Corporate Services Ltd.
       
Christopher G. Lanning
55 East 52nd Street
32nd Floor
New York, New York 10055  USA
U.S.
Managing Director of General Atlantic LLC

 
 
 
 
 
 
 

CUSIP No. 836034108
 
 SCHEDULE 13D
Page 11 of 13
 
 
 
Schedule B
 
GA Managing Directors
 
Name
Business Address
Citizenship
 
 
 
Steven A. Denning (Chairman)
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
     
William E. Ford (Chief Executive Officer)
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
J. Frank Brown (Managing Director and Chief Operating Officer)
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
Thomas J. Murphy (Managing Director and Chief Financial Officer)
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
     
John Bernstein
23 Savile Row
London W1S 2ET
United Kingdom
United Kingdom
     
Gabriel Caillaux
23 Savile Row
London W1S 2ET
United Kingdom
United Kingdom
     
Alexander Chulack
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
Mark F. Dzialga
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
     
Cory A. Eaves
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
Martin Escobari
Rua Dr. Renato Paes de Barros, 1017
15Ú andar
04530−001
Sao Paulo, Brazil
Bolivia and Brazil
     
Abhay Havaldar
Asia Square Tower 1
8 Marina Vew, #41−04
Singapore 018960
Singapore
 
 
 
 
 
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 12 of 13
 
 
 
Name Business Address Citizenship
     
Patricia Hedley
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
     
David C. Hodgson
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
Jing Hong
Room 1708−12
China World Office 1
China World Trade Center
1 Jianguomenwai Avenue
Beijing 100004
China
China
     
René M. Kern
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
Jonathan C. Korngold
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
Christopher G. Lanning
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
Jeff X. Leng
Suite 5801, 58th Floor
Two International Finance Center
8 Finance Street
Central, Hong Kong
Hong Kong SAR
     
Anton J. Levy
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
Adrianna C. Ma
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
John C. Morris
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
 
 
 
 
 
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 13 of 13
 
 
 
Name
Business Address
Citizenship
 
 
 
Ranjit Pandit
17th Floor
Express Towers
Nariman Point
Mumbai 400 021
India
United States and India
     
Andrew C. Pearson
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
     
Brett B. Rochkind
228 Hamilton Ave.
Palo Alto, CA 94301
United States
     
David A. Rosenstein
55 East 52nd Street
32nd Floor
New York, New York  10055
United States
     
Philip P. Trahanas
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States