eh1400349_13da8-soufun.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 
 
 
SCHEDULE 13D 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)
 
 
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)
 
Thomas J. Murphy
c/o General Atlantic Service Company, LLC
55 East 52nd Street, 32nd Floor
New York, New York 10055
(212) 715-4000 
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
 
 
July 19, 2016
(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 one-fifth of one 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 2 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Singapore Fund Pte. Ltd.
  
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
 
Singapore
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 3 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Singapore Fund Interholdco Ltd.
  
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
 
Bermuda
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 4 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners (Bermuda) III, L.P.
  
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
 
Bermuda
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 5 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar (Bermuda), L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
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)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 6 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP (Bermuda) 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
 
Bermuda
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 7 of 16
 
 
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
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 8 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, 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
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 9 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, 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
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 10 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments V, 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
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 11 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments CDA, L.P.
  
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
 
None
8
SHARED VOTING POWER
 
5,131,000
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
5,131,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,131,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 12 of 16
 
 
Item 1.    Security and Issuer.

This Amendment No. 1 to Schedule 13D (as so amended, the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on July 18, 2016 and 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”), whose principal executive offices are located at F9M, Building 5, Zone 4, Hanwei International Plaza, No. 186 South 4th Ring Road, Fengtai District, Beijing 100160, The People’s Republic of China.

The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing one-fifth of one Class A Ordinary Share, are listed on the New York Stock Exchange under the symbol “SFUN.”  The Reporting Persons (as defined below) directly own only ADSs and do not directly own any Class A Ordinary Shares.
  
Item 2.    Identity and Background.

No material change.

Item 3.    Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and replaced with the following:

Between June 10, 2016 and July 19, 2016, GASF purchased an aggregate of 25,655,000 ADSs representing 5,131,000 Class A Ordinary Shares in open market purchases.  GASF obtained the funds to purchase the ADSs from contributions from the GA Funds.
 
Item 4.    Purpose of Transaction.
 
No material change.
 
Item 5.    Interest in Securities of the Issuer.

Item 5 is hereby amended and replaced with the following:

(a) The percentages used herein are calculated based upon 70,787,005 Class A Ordinary Shares issued and outstanding as of March 31, 2016, as reported in the Company’s Form 20-F for the fiscal year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission on May 17, 2016.
 
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 25,655,000 ADSs representing 5,131,000 underlying Class A Ordinary Shares, or approximately 7.2% of the Company’s issued and outstanding Class A Ordinary Shares.
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 13 of 16
 

By virtue of the fact that (i) GASF Interholdco owns a majority of GASF’s voting shares, (ii) the GA Funds contributed the capital to GASF Interholdco to fund GASF’s purchases of the ADSs and may direct GASF Interholdco with respect to its shares of GASF, (iii) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda III, (iv) GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and is the general partner of GAPCO CDA and (v) the GA Managing Directors control the investment decisions of GAP (Bermuda) Limited and GA LLC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ADSs owned of record by GASF.  As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 25,655,000 ADSs, representing 5,131,000 Class A Ordinary Shares, calculated on the basis of the number of Class A Ordinary Shares that may be acquired by the Reporting Persons within 60 days, or 7.2% of the Company’s issued and outstanding Class A Ordinary Shares.

(b)  Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 5,131,000 Class A Ordinary Shares that may be deemed to be beneficially owned by each of them.

(c)  Except as previously reported or as set forth in this Item 5(c), Item 3, 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.

On July 19, 2016, GASF acquired the following ADSs set forth in the table below:

ADSs Purchased
Underlying Class A Ordinary Shares
Price Per ADS
4,120,000
824,000
$5.0858
 
(d)  No person other than the persons listed 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.
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 14 of 16
 
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
 
No material change.
 
Item 7.    Materials to be Filed as Exhibits.
 
Exhibit 1:
Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed).
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 15 of 16
 
 
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:  July 21, 2016.

 
GENERAL ATLANTIC SINGAPORE FUND PTE. LTD.
  
         
 
By:
/s/ Wai Hoong Fock
  
   
Name:
Wai Hoong Fock
  
   
Title:
Director
  
         
         
 
GENERAL ATLANTIC SINGAPORE FUND INTERHOLDCO LTD.
  
         
 
By:
/s/ Thomas J. Murphy
  
   
Name:
Thomas J. Murphy
  
   
Title:
Director
  
         
         
 
GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P.
  
 
By:
General Atlantic GenPar (Bermuda), L.P., its General Partner
  
 
By: 
 GAP (Bermuda) Limited, its General Partner   
         
 
By:
/s/ Thomas J. Murphy
  
   
Name:
Thomas J. Murphy
  
   
Title:
Director and Vice President
  
 
 
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
  
         
 
By:
GAP (Bermuda) Limited, its General Partner
  
         
 
By:
/s/ Thomas J. Murphy
  
   
Name:
Thomas J. Murphy
  
   
Title:
Director and Vice President
  
         
         
 
GAP (BERMUDA) LIMITED
  
         
 
By:
/s/ Thomas J. Murphy
  
   
Name:
Thomas J. Murphy
  
   
Title:
Director and Vice President
  
         
         
 
GENERAL ATLANTIC LLC
  
         
 
By:
/s/ Thomas J. Murphy
  
   
Name:
Thomas J. Murphy
  
   
Title:
Managing Director
  
 
 
CUSIP No. 836034108
 
 SCHEDULE 13D
Page 16 of 16
 
 
 
GAP COINVESTMENTS III, LLC
  
         
 
By:
General Atlantic LLC, its Managing Member
  
         
 
By:
/s/ Thomas J. Murphy
  
   
Name:
Thomas J. Murphy
  
   
Title:
Managing Director
  
         
         
 
GAP COINVESTMENTS IV, LLC
  
         
 
By:
General Atlantic LLC, its Managing Member
  
         
 
By:
/s/ Thomas J. Murphy
  
   
Name:
Thomas J. Murphy
  
   
Title:
Managing Director
  
         
         
 
GAP COINVESTMENTS V, LLC
  
         
 
By:
General Atlantic LLC, its Managing Member
  
         
 
By:
/s/ Thomas J. Murphy
  
   
Name:
Thomas J. Murphy
  
   
Title:
Managing Director
  
         
         
 
GAP COINVESTMENTS CDA, L.P.
  
     
  By: General Atlantic LLC., its General Partner  
         
 
By:
/s/ Thomas J. Murphy
  
   
Name:
Thomas J. Murphy
  
   
Title:
Managing Director