SEC Form 4 · accession 0001318400-18-000003
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Shanda Media LTD
10% Owner
SHANDA ASSET MANAGEMENT HOLDINGS Ltd
10% Owner
Shanda Investment Group Ltd
10% Owner
Tian Qiao Chen
10% Owner
Shanda Group USA Ltd
10% Owner
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 8:09 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001409970
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 1, 2018 | P | 3,600,000 | $3.607 | A | 88,913,151 | I | See footnote |
| Common StockF3,F2 | Mar 1, 2018 | P | 1,750,000 | $3.6834 | A | 90,663,151 | I | See footnote |
| Common StockF4,F2 | Mar 1, 2018 | P | 2,346,016 | $3.4293 | A | 93,009,167 | I | See footnote |
| Common StockF5,F2 | Mar 2, 2018 | P | 3,988,238 | $3.7257 | A | 96,997,405 | I | See footnote |
| Common StockF2 | Mar 2, 2018 | P | 817,000 | $3.70 | A | 97,814,405 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $3.45 to $3.7. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
- F2The common stock disclosed in this Table I is directly held by Shanda Asset Management Holdings Limited. Mr. Tianqiao Chen is the sole shareholder of Shanda Media Limited. Shanda Media Limited owns 70% of all outstanding and issued shares of Shanda Investment Group Limited which is the sole shareholder of Shanda Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company Limited is the sole shareholder of Shanda Group USA Limited. Shanda Group USA Limited is the sole shareholder of Shanda Asset Management Holdings Limited. Therefore each of Mr. Tianqiao Chen, Shanda Media Limited, Shanda Investment Group Limited, Shanda Technology Overseas Capital Company Limited, Shanda Group USA Limited and Shanda Asset Management Holdings Limited may be deemed to be the beneficial owners of such common stock.
- F3This transaction was executed in multiple trades at prices ranging from $3.6 to $3.7. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
- F4This transaction was executed in multiple trades at prices ranging from $3.14 to $3.6. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
- F5This transaction was executed in multiple trades at prices ranging from $3.54 to $3.8. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.