UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Studio City International Holdings Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
86389T106**
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* 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.
** This CUSIP Number applies to the Issuer’s American depositary shares, each of which represents four (4) 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.: 86389T106
(1) The amount of Class A ordinary shares presented herein includes (i) 7,693,529 American depositary shares of the Issuer held by New Cotai, LLC, which
represent ownership of 30,774,116 Class A ordinary shares, and (ii) a nonvoting, non-shareholding economic participation interest (the "Participation Interest") in MSC Cotai Limited, a wholly owned subsidiary of the Issuer ("MSC Cotai"), which may be
exchanged, in whole or in part, for up to 72,511,760 Class A ordinary shares pursuant to the Participation Agreement entered into between the Issuer, MSC Cotai and New Cotai, LLC. In connection with any exchange of the Participation Interest for
Class A ordinary shares, a corresponding number of Class B ordinary shares of the Issuer held by New Cotai, LLC shall be cancelled for no consideration.
(2) Based on 442,864,460 shares of Class A ordinary outstanding on an as-converted basis, being the sum of (i) 370,352,700 Class A ordinary shares reported as
outstanding by the Issuer as of September 30, 2020 in Exhibit 99.1 to its Form 6-K filed with the Securities and Exchange Commission on November 5, 2020 and (ii) 72,511,760 Class A ordinary shares issuable upon the conversion of Class B ordinary
shares.
CUSIP No.: 86389T106
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.
Date: February 16, 2021