SEC Form 5 · accession 0001209191-17-026372
SOHU COM INC · SOHU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles Zhang
Officer — CEO · Director · 10% Owner
Period of report
Dec 31, 2016
Accepted (ET)
Apr 10, 2017 · 12:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001104188
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 12, 2000 | P | 1,000 | $13.00 | A | 702,607 | D | |
| Common Stock | Dec 28, 2012 | S | 80 | $45.53 | D | 702,527 | D | |
| Common Stock | Dec 28, 2012 | S | 8,175 | $45.12 | D | 694,352 | D | |
| Common Stock | Jan 4, 2013 | S | 4,086 | $47.57 | D | 690,266 | D | |
| Common StockF1 | Oct 30, 2014 | G | 646,566 | $0.00 | D | 43,700 | D | |
| Common StockF1,F2 | Oct 30, 2014 | G | 646,566 | $0.00 | A | 7,722,820 | I | By Photon Group Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $0.001 | holding | — | — | — | — | Feb 16, 2025 | Common Stock | 300,000 | 300,000 | D |
Explanation of responses
- F1The Reporting Person transferred 646,566 shares of Common Stock to Photon Group Limited ("Photon") without consideration, for estate planning purposes.
- F27,722,820 shares of Common Stock are held of record by Photon. The Reporting Person is one of the Directors of Photon and may be deemed to beneficially own such 7,722,820 shares. The Reporting Person shares with the other Directors of Photon the power to vote and dispose of or direct the disposition of such shares. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in such shares.
- F3Consists of (i) options for the purchase of 150,000 shares of Common Stock that are fully vested as of the date of this Form and (ii) options for the purchase of 150,000 shares of Common Stock that are subject to vesting in two equal annual installments commencing February 7, 2018.