UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the
Securities Exchange Act of 1934
(Amendment No.
)*
Youku.com Inc.
(Name of Issuer)
Ordinary
Shares, par value $.0001
(Title of Class of Securities)
N/A
(CUSIP Number)
12/08/2010
(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)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
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*
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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 disclosures provided in a prior cover page.
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The information
required on 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).
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CUSIP No. N/A
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13G
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Page
2
of 7 Pages
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1.
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NAME OF REPORTING PERSON
Brookside Capital Partners Fund, L.P.
EIN No.: 04-3313066
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
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(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
As of December 8, 2010 – 264,382,288 shares
As of December 17, 2010 – 264,382,288 shares
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
As of December 8, 2010 – 264,382,288 shares
As of December 17, 2010 – 264,382,288 shares
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
As of
December 8, 2010 – 264,382,288 shares
As of December 17, 2010 – 264,382,288
shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
As of December 8, 2010
– 14.26%
As of December 17, 2010 – 14.26%
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12.
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TYPE OF REPORTING
PERSON
PN
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CUSIP No. N/A
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13G
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Page 3 of 7 Pages
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13.
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Brookside
Capital Trading Fund, L.P.
EIN No.: 26-4233731
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14.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a)
¨
(b)
¨
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15.
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SEC USE ONLY
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16.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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17.
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SOLE VOTING POWER
As of December 8, 2010 – 3,600,000 shares
As of December 17, 2010 – 3,600,000 shares
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18.
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SHARED VOTING POWER
0
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19.
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SOLE DISPOSITIVE POWER
As of December 8, 2010 – 3,600,000 shares
As of December 17, 2010 – 3,600,000 shares
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20.
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SHARED DISPOSITIVE POWER
0
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21.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
0
Shares
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22.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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23.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
As of December 8, 2010
– .19%
As of December 17, 2010 – .19%*
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24.
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TYPE OF REPORTING
PERSON
PN
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*Percentage is calculated using as the numerator the total number of American Depository shares held by the reporting person as converted to Class A
Ordinary Shares, and as the denominator 1,853,577,710 Ordinary Shares Outstanding, plus the American Depository Shares as converted to 3,600,000 Class A Ordinary Shares.
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Item 1(a).
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Name of Issuer
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The name
of the issuer to which this filing on Schedule 13G relates is Youku.com , Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
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The principal executive offices of the Company are located at 5/F, SinoSteel Plaza, 8 Haidian Street, Beijing, 100080, the People’s Republic of China.
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Item 2(a).
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Name of Person Filing
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This Statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (1) Brookside Capital Partners Fund, L.P., a Delaware limited partnership (“Partners
Fund”). Brookside Capital Investors, L.P., a Delaware limited partnership (“Brookside Investors”) is the sole general partner of the Brookside Fund. Brookside Capital Management, LLC, a Delaware limited liability company
(“Brookside Management”), is the sole general partner of Brookside Investors. (2) Brookside Capital Trading Fund, L.P., a Delaware limited partnership (the “Brookside Fund”). Brookside Capital Investors II, L.P., a Delaware
limited partnership (“Brookside Investors II”) is the sole general partner of the Brookside Fund. Brookside Management is the sole general partner of Brookside Investors. Mr. Domenic J. Ferrante is the sole managing member of
Brookside Management.
The Reporting Persons have entered into a Joint Filing Agreement, dated December 20, 2010, a copy of which is
filed with this Schedule 13G as
Exhibit A
, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence
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The principal business address of each of the Partners Fund, Brookside Fund, Brookside Investors, Brookside Investors II, Brookside Management and Mr. Ferrante is 111 Huntington Avenue, Boston,
Massachusetts 02199.
Each of Partners Fund, Brookside Fund, Brookside Investors, Brookside Investors II, and Brookside Management is organized under the laws
of the State of Delaware. Mr. Ferrante is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities
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The class of equity securities of the Company to which this filing on Schedule 13G relates Class Ordinary Shares.
N/A
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.
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(a)
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[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
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(c)
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[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[ ] An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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[ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3).
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(j)
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[ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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[x]
If this statement is filed pursuant to §240.13d-1(c), check this box
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Item 4(a).
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Amount beneficially owned
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As of the close of business on December 8, 2010, the Reporting Persons beneficially owned 267,982,288 Ordinary Shares. As of the
close of business on December 17, 2010, the Reporting Persons beneficially owned 267,982,288 Ordinary Shares. Partners Fund acts by and through its general partner, Brookside Investors. Brookside Fund acts by and through its general partner,
Brookside Investors II. Brookside Investors acts by and through its general partner, Brookside Management. Brookside Investors II acts by and through its general partner, Brookside Management. Mr. Domenic J. Ferrante is the managing member
of Brookside Management and thus is the controlling person of Brookside Management. No person other than the respective owner referred to herein of the Common Stock is known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of such Common Stock.
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Item 4(b).
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Percent of Class
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As of
the close of business on December 8, 2010, the Reporting Persons beneficially owned 14.42% of the Ordinary Shares of the Company. As of the close of business on December 17, 2010, the Reporting Persons beneficially owned of 14.42% of the
Ordinary Shares of the Company. The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 1,853,577,710 Ordinary Shares outstanding, which is the total number of shares of Ordinary Shares outstanding as of
December 8, 2010, based on representations made in the Company’s Form 424B4 filed December 8, 2010 with the Securities and Exchange Commission.*
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Item 4(c).
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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267,982,288 Shares as of December 8, 2010
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267,982,288 Shares as of December 17, 2010
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*Percentage is calculated using as the numerator, the total number of ordinary shares held by the reporting persons, including the American Depository
Shares converted to Class A Ordinary Shares, and as the denominator, 1,853,577,710 Ordinary Shares Outstanding, plus the American Depository Shares as converted to 3,600,000 Class A Ordinary Shares.
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(ii)
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shared power to vote or to direct the vote:
0
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(iii)
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sole power to dispose or to direct the vote:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
267,982,288 Shares as of December 8, 2010
267,982,288 Shares as of December 17, 2010
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(v)
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shared power to dispose or to direct the disposition of:
0
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
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Dated: December 20, 2010
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.
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BROOKSIDE CAPITAL PARTNERS FUND, L.P.
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By:
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/s/ Domenic J. Ferrante
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Name:
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Domenic J. Ferrante
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Title:
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Managing Director
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BROOKSIDE CAPITAL TRADING FUND, L.P.
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By:
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/s/ Domenic J. Ferrante
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Name:
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Domenic J. Ferrante
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Title:
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Managing Director
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Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
The undersigned hereby agree as follows:
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(1)
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Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
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(2)
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Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of such information concerning
such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is
inaccurate.
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Dated: December 20, 2010
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BROOKSIDE CAPITAL PARTNERS FUND, L.P.
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By:
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/s/ Domenic J. Ferrante
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Name:
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Domenic J. Ferrante
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Title:
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Managing Director
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BROOKSIDE CAPITAL TRADING FUND, L.P.
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By:
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/s/ Domenic J. Ferrante
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Name:
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Domenic J. Ferrante
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Title:
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Managing Director
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Youku Tudou Inc. American Depositary Shares, Each Representing 18 Class A Ordinary Shares. (NYSE:YOKU)
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Youku Tudou Inc. American Depositary Shares, Each Representing 18 Class A Ordinary Shares. (NYSE:YOKU)
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