(Amendment No. 10)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
*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 the disclosures provided in a prior cover page.
** CUSIP number 759892300 has been assigned to
the American depositary shares (“ADSs”) of Renren Inc. (the “Issuer”), which are quoted on the New York Stock
Exchange under the symbol “RENN.” Each ADS represents 45 Class A ordinary shares of the Issuer. No CUSIP has been
assigned to the Issuer’s Class A ordinary shares.
The information required in 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. 759892300 |
13G |
Page 2 of 5 Pages |
SCHEDULE 13G
1 |
Names of Reporting Persons |
Joseph Chen |
2 |
Check the appropriate box if a member of a Group (see instructions) |
(a) ¨
(b) ¨ |
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
United States |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole Voting Power |
430,484,677 ordinary shares(1) |
6 |
Shared Voting Power |
0 |
7 |
Sole Dispositive Power |
430,484,677 ordinary shares (1) |
8 |
Shared Dispositive Power |
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
430,484,677 ordinary shares(1) |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
¨ |
11 |
Percent of Class Represented by Amount in Row (9) |
35.0%(2) |
12 |
Type of Reporting Person (See Instructions) |
IN |
(1)
Representing (i) 53,054,101 Class A ordinary shares, (ii) 99,999,990 Class A ordinary shares represented by 2,222,222 ADSs, (iii) 170,258,970
Class B ordinary shares, (iv) 94,796,121 Class A ordinary shares issuable upon exercise of share options held by the reporting person
that are exercisable within 60 days of December 31, 2022 and (v) 12,375,495 Class A ordinary shares issuable upon vesting of restricted
share units held by the reporting person within 60 days of December 31, 2022.
(2)
Calculation is based upon the sum up of (i) 1,121,325,027 ordinary shares outstanding as of March 31, 2022, including 815,936,577
Class A ordinary shares and 305,388,450 Class B ordinary shares, as reported in the Issuer’s Annual Report on Form 20-F filed with
the U.S. Securities and Exchange Commission on May 2, 2022, (ii) 94,796,121 Class A ordinary shares issuable upon exercise of share options
held by the reporting person that are exercisable within 60 days of December 31, 2022, and (iii) 12,375,495 Class A ordinary shares issuable
upon vesting of restricted share units held by the reporting person within 60 days of December 31, 2022. Each Class B ordinary share
is convertible into one Class A ordinary share at the option of the holder at any time. Holders of Class A ordinary shares and Class
B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote,
whereas each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder
thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
CUSIP No. 759892300 |
13G |
Page 3 of 5 Pages |
ITEM 1(a). |
NAME OF ISSUER: |
Renren Inc.
ITEM 1(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
2828 N. Central Avenue Fl 7,
Phoenix, Arizona, 85004
USA
ITEM 2(a). |
NAME OF PERSON FILING: |
Joseph Chen
ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
Joseph Chen
2828 N. Central Avenue Fl 7,
Phoenix, Arizona, 85004
USA
United States
ITEM 2(d). |
TITLE OF CLASS OF SECURITIES: |
Class A ordinary shares. Each Class B
ordinary share held by the reporting person is convertible into one Class A ordinary share at the option of the holder at any time.
759892300
ITEM 3. |
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: |
Not applicable
The following information with respect to the
ownership of the ordinary shares of the Issuer by the reporting person is provided as of December 31, 2022.
CUSIP No. 759892300 |
13G |
Page 4 of 5 Pages |
Reporting Person | |
Amount
beneficially
owned(1): | | |
Percent of
class(2): | | |
Percent of
aggregate
voting
power(2): | | |
Sole power to
vote or direct
the vote: | | |
Shared power
to vote or to
direct the
vote: | | |
Sole power to
dispose or to
direct the
disposition of: | | |
Shared power
to dispose or
to direct the
disposition
of: | |
Joseph Chen | |
| 430,484,677 | | |
| 35.0 | % | |
| 49.4 | % | |
| 430,484,677 | | |
| 0 | | |
| 430,484,677 | | |
| 0 | |
(1) Representing (i) 53,054,101 Class A ordinary shares, (ii) 99,999,990 Class A ordinary shares represented by 2,222,222 ADSs, (iii) 170,258,970
Class B ordinary shares, (iv) 94,796,121 Class A ordinary shares issuable upon exercise of share options held by the reporting person
that are exercisable within 60 days of December 31, 2022 and (v) 12,375,495 Class A ordinary shares issuable upon vesting of restricted
share units held by the reporting person within 60 days of December 31, 2022. Each Class B ordinary share is convertible into one Class
A ordinary share at the option of the holder at any time. Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares held by the reporting
person shall be deemed to be converted for the purposes of (i) determining the aggregate amount of Class A ordinary shares beneficially
owned by the reporting person and (ii) calculating the percentages of the Class A ordinary shares owned by such person. Consequently,
all Class A ordinary shares amounts and percentages are inclusive of the Class B ordinary shares amounts and percentages set forth herein.
(2) Calculation is based upon the sum up of (i) 1,121,325,027 ordinary shares outstanding as of March 31, 2022, including 815,936,577 Class
A ordinary shares and 305,388,450 Class B ordinary shares, as reported in the Issuer’s Annual Report on Form 20-F filed with the
U.S. Securities and Exchange Commission on May 2, 2022, (ii) 94,796,121 Class A ordinary shares issuable upon exercise of share options
held by the reporting person that are exercisable within 60 days of December 31, 2022, and (iii) 12,375,495 Class A ordinary shares issuable
upon vesting of restricted share units held by the reporting person within 60 days of December 31, 2022. Each Class B ordinary share is
convertible into one Class A ordinary share at the option of the holder at any time. Holders of Class A ordinary shares and Class B ordinary
shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas each
Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof.
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable
ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not applicable
ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable
ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP |
Not applicable
Not applicable
CUSIP No. 759892300 |
13G |
Page 5 of 5 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 14, 2023
|
By: |
/s/ Joseph Chen |
|
Name: |
Joseph Chen |