Amended Statement of Ownership (sc 13g/a)
13 Fevereiro 2023 - 08:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to Be Included in Statements Filed
Pursuant to Rules 13d-1
(b), (c) and (d) and Amendments
Thereto Filed Pursuant To 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Baidu, Inc.
(Name of Issuer)
Class A Ordinary Shares
Class B Ordinary Shares
(Title of Class of Securities)
G07034104
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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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.
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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).
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| CUSIP No. G07034104 |
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13G |
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Page 2 of 7 Pages |
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1 |
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Name of Reporting Person
Robin Yanhong Li
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2 |
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization
The People’s Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 |
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Sole Voting Power
458,153,4881 ordinary shares.
Handsome Reward Limited may also be deemed to have sole voting
power with respect to
451,602,016 ordinary shares.
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6 |
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Shared Voting Power
0
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7 |
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Sole Dispositive Power
458,153,4881 ordinary shares.
Handsome Reward Limited may also be deemed to have sole dispositive
power with respect to
451,602,016 ordinary shares.
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8 |
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Shared Dispositive Power
0
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
458,153,488 ordinary shares
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10 |
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Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
☒
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11 |
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Percent Of Class Represented By Amount In Row 9
16.3%2
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12 |
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Type of Reporting Person
IN
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| 1 |
Includes (i) 3,013,200 Class A Ordinary Shares
directly held by Mr. Li on record, (ii) 2,720,592 Class A ordinary
shares in the form of ADSs held by Mr. Li in the brokerage account
of the administrator of the issuer’s employee stock option program,
(iii) 817,680 Class A Ordinary Shares issuable to Mr. Li upon
vesting of restricted shares within 60 days after December 31,
2022, (iv) 439,200,000 Class B Ordinary Shares held on record by
Handsome Reward Limited, a British Virgin Islands company wholly
owned by Mr. Li, (v) 5,971,360 Class A ordinary shares in the form
of ADSs held by Handsome Reward Limited in the brokerage account of
the administrator of the issuer’s employee stock option program,
(vi) 6,068,640 Class A Ordinary Shares issuable to Handsome Reward
Limited upon exercise of options within 60 days after the date of
December 31, 2022, and (vii) 362,016 Class A Ordinary Shares
issuable to Handsome Reward Limited upon vesting of restricted
shares within 60 days after December 31, 2022. Each Class B
Ordinary Share is convertible at the option of the holder into one
Class A Ordinary Share. The rights of the holders of Class A
Ordinary Shares and Class B Ordinary Shares are identical, except
with respect to conversion rights (noted above) and voting rights.
Each Class B Ordinary Share is entitled to ten votes per share,
whereas each Class A Ordinary Share is entitled to one vote per
share.
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Assumes conversion of all Class B Ordinary Shares into
the same number of Class A Ordinary Shares.
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| CUSIP No. G07034104 |
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13G |
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Page 3 of 7 Pages |
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1 |
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Name Of Reporting Person
Handsome Reward Limited
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2 |
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 |
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Sole Voting Power
451,602,0163 ordinary shares. Robin
Yanhong Li may also be deemed to have sole voting power with
respect to the above shares.
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6 |
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Shared Voting Power
0
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7 |
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Sole Dispositive Power
451,602,0163 ordinary shares. Robin
Yanhong Li may also be deemed to have sole dispositive power with
respect to the above shares.
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8 |
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Shared Dispositive Power
0
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
451,602,016 ordinary shares
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
☐
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11 |
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Percent of Class Represented by Amount in Row 9
16.1%4
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12 |
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Type of Reporting Person
CO
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| 3 |
Includes (i) 439,200,000 Class B Ordinary Shares held
on record, (ii) 5,971,360 Class A ordinary shares in the form of
ADSs held by Handsome Reward Limited in the brokerage account of
the administrator of the issuer’s employee stock option program,
(iii) 6,068,640 Class A Ordinary Shares issuable upon exercise of
options within 60 days after December 31, 2022, and (iv) 362,016
Class A Ordinary Shares issuable upon vesting of restricted shares
within 60 days after December 31, 2022.
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Assumes conversion of all Class B Ordinary Shares into
the same number of Class A Ordinary Shares.
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| CUSIP No. G07034104 |
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13G |
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Page 4 of 7 Pages |
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| Item 1(a). |
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Name of Issuer: |
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Baidu, Inc. |
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| Item 1(b). |
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Address of Issuer’s Principal Executive
Offices: |
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Baidu Campus |
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No. 10 Shangdi 10th Street |
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Haidian District, Beijing 100085 |
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The People’s Republic of China |
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| Item 2(a). |
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Name of Person Filing: |
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Robin Yanhong Li |
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Handsome Reward Limited |
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| Item 2(b). |
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Address of Principal Business Office or, if
None, Residence: |
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Robin Yanhong Li |
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Baidu Campus |
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No. 10 Shangdi 10th Street |
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Haidian District, Beijing 100085 |
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The People’s Republic of China |
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Handsome Reward Limited
c/o Robin Yanhong Li
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Baidu Campus |
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No. 10 Shangdi 10th Street |
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Haidian District, Beijing 100085 |
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The People’s Republic of China |
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| Item 2(c) |
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Citizenship: |
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Robin Yanhong Li – The People’s Republic of
China |
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Handsome Reward Limited – British Virgin
Islands |
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| Item 2(d). |
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Title of Class of Securities: |
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Class A Ordinary Shares and Class B
Ordinary Shares (collectively, “Ordinary Shares”) |
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| Item 2(e). |
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CUSIP Number: |
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G07034104 |
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| Item 3. |
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If this statement is filed pursuant to §§
240.13d-1(b), or
240.13d-2(b) or (c), check
whether the persons filing is a: |
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Not applicable |
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| CUSIP No. G07034104 |
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13G |
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Page 5 of 7 Pages |
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| Item 4. |
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Ownership: |
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The following information with respect to the
ownership of the Ordinary Shares of the issuer by each of the
reporting persons is provided as of December 31, 2022: |
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Reporting Person
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Amount
beneficially
owned: |
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Percent
of
class: |
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Sole power to
vote or direct
the vote: |
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Shared
power to
vote or to
direct
the vote: |
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Sole power
to dispose or
to direct the
disposition
of: |
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Shared
power to
dispose or to
direct the
disposition
of: |
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Robin Yanhong Li
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458,153,488 |
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16.3 |
% |
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458,153,488 |
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0 |
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458,153,488 |
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0 |
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Handsome Reward Limited
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451,602,016 |
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16.1 |
% |
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451,602,016 |
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0 |
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451,602,016 |
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0 |
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The above table includes collectively
those Class A Ordinary Shares and Class B Ordinary Shares
held by each reporting person, and assumes conversion of all
Class B Ordinary Shares into the same number of Class A
Ordinary Shares. |
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As of December 31, 2022, Robin
Yanhong Li was the record owner of 3,013,200 Class A Ordinary
Shares, and owned 2,720,592 Class A ordinary shares in the
brokerage account of the administrator of the issuer’s employee
stock option program. Mr. Li also had right to acquire 817,680
Class A Ordinary Shares upon vesting of restricted shares,
granted under the Company’s share incentive plans, within 60 days
after December 31, 2022. |
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As of December 31, 2022,
Handsome Reward Limited, a British Virgin Islands company, was the
record owner of 439,200,000 Class B Ordinary Shares, and owned
5,971,360 Class A ordinary shares in the brokerage account of
the administrator of the issuer’s employee stock option program.
Handsome Reward Limited also had right to acquire 6,068,640
Class A Ordinary Shares upon exercise of options, and 362,016
Class A Ordinary Shares upon vesting of restricted shares,
granted under the Company’s share incentive plans, within 60 days
after December 31, 2022. Robin Yanhong Li is the sole owner
and director of Handsome Reward Limited. Pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder, Robin Yanhong Li may
be deemed to beneficially own all of the shares held by Handsome
Reward Limited. |
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The voting power of the shares
beneficially owned by Robin Yanhong Li represented 57.4% of the
total outstanding voting power of the Company as of
December 31, 2022. The percentage of voting power is
calculated by dividing the voting power beneficially owned by the
reporting person by the voting power of all of the Company’s
holders of Class A ordinary shares and Class B ordinary
shares as a single class as of December 31, 2022 (taking into
account the number of shares that the Reporting Person had the
right to acquire based on the options and restricted shares that
shall have become vested by 60 days after December 31, 2022).
Each holder of Class A Shares is entitled to one vote per
share and each holder of Class B Shares is entitled to ten
votes per share on all matters submitted to them for a vote. |
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| CUSIP No. G07034104 |
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13G |
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Page 6 of 7 Pages |
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Melissa Ma, Robin Yanhong Li’s wife, was the
record owner of 4,480,000 Class A Ordinary Shares and
98,800,000 Class B Ordinary Shares as of December 31,
2022. In addition, she also owned 35,772 ADSs in the brokerage
account of the administrator of the issuer’s employee stock option
program, and had the right to acquire 6,525 ADSs upon the vesting
of restricted share units granted under the Company’s share
incentive plan within 60 days after December 31, 2022. Robin
Yanhong Li may be deemed to share beneficial ownership of the
shares owned by Melissa Ma. Mr. Li expressly disclaims such
beneficial ownership of the shares beneficially owned by
Ms. Ma. |
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| Item 5. |
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Ownership of Five Percent or Less of a
Class: |
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Not applicable |
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| Item 6. |
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Ownership of More than Five Percent on Behalf
of Another Person: |
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Not applicable |
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| Item 7. |
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Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Controlling Person: |
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Not applicable |
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| Item 8. |
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Identification and Classification of Members of
the Group: |
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Not applicable |
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| Item 9. |
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Notice of Dissolution of Group: |
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Not applicable |
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| Item 10. |
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Certifications: |
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Not applicable |
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| CUSIP No. G07034104 |
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13G |
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Page 7 of 7 Pages |
SIGNATURE
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: February 13, 2023
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| Robin Yanhong Li |
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/s/ Robin Yanhong Li |
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Robin Yanhong Li |
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| Handsome Reward Limited |
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By: |
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/s/ Robin
Yanhong Li |
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Name: |
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Robin Yanhong Li |
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Title: |
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Director |
LIST OF EXHIBITS
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Exhibit No.
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Description
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| A |
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Joint Filing Agreement |
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