(1) The amount of Class A ordinary shares presented herein includes (i) 31,149,140 American depositary shares of the Issuer held by New Cotai, LLC, which represent ownership of 124,596,560 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 842,864,460 Class A ordinary shares outstanding on an as-converted basis, being the sum of (i) 770,352,700 Class A ordinary shares reported as outstanding by the Issuer as of September 30, 2022 in Exhibit
99.1 to its Form 6-K filed with the Securities and Exchange Commission on November 3, 2022 and (ii) 72,511,760 Class A ordinary shares issuable upon the conversion of Class B ordinary shares.
CUSIP No. 86389T106
ITEM 1(a). NAME OF ISSUER:
Studio City International Holdings Limited
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
71 Robinson Road, #04-03, Singapore 068895, and 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong
ITEM 2(a). NAME OF PERSON FILING:
New Cotai, LLC
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of New Cotai, LLC is 2700 Patriot Boulevard, Suite 250 Glenview, Illinois 60026.
ITEM 2(c). CITIZENSHIP:
New Cotai, LLC is organized as a limited liability company under the laws of the State of Delaware.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A ordinary shares, par value US$0.0001 per share
ITEM 2(e). CUSIP NUMBER:
86389T106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE
PERSON FILING IS A:
Not Applicable.
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 197,108,320
(b) Percent of class: 23.4%
(c) Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 197,108,320
(ii) Shared power to vote
or to direct the vote: -0-
(iii) Sole power to dispose
or to direct the disposition of: 197,108,320
(iv) Shared power to dispose
or to direct the disposition of: -0-
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
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:
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10. CERTIFICATION:
Not applicable.
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 9, 2023