YOKU Youku Tudou Inc. American Depositary Shares, Each Representing 18 Class A Ordinary Shares.

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INTRODUCTION

        This Amendment No. 4 (this "Final Amendment") to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) Youku Tudou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), the issuer of Class A ordinary shares, par value $0.00001 per share (each, a "Class A Ordinary Share"), including the Class A Ordinary Shares represented by the American depositary shares, each representing eighteen Class A Ordinary Shares ("ADSs"), and Class B ordinary shares, par value $0.00001 per share (each, a "Class B Ordinary Share" and, the Class B Ordinary Shares collectively with the Class A Ordinary Shares, the "Ordinary Shares" and each an "Ordinary Share"), (b) Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), (c) Yankee Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Holdco"), (d) Ali YK Subsidiary Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), (e) Alibaba Investment Limited, a business company incorporated under the laws of the British Virgin Islands and a controlling shareholder of Parent ("AIL"), and (f) YF Venus Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a minority shareholder of Parent ("Yunfeng Capital"). Parent, Holdco Merger Sub, AIL and Yunfeng Capital are each referred to herein as a "member of the Buyer Group" and collectively as the "Buyer Group." This Amendment amends and restates in its entirety information set forth in the Transaction Statement.

        This Transaction Statement relates to the agreement and plan of merger dated as of November 6, 2015 (the "merger agreement") by and among the Company, Parent, Merger Sub and, solely for the purposes stated therein, AIL, pursuant to which Merger Sub was merged with and into the Company with the Company continuing as the surviving company and an indirect wholly owned subsidiary of Parent (the "merger").

        This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Transaction Statement.

        All information contained in this Amendment concerning each Filing Person has been supplied by such Filing Person.

Item 15    Additional Information

        Item 15(a) is hereby amended and supplemented as follows:

        On March 14, 2016, at 10:00 am (Hong Kong time), an extraordinary general meeting of the shareholders of the Company was held at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen's Road, Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Company authorized and approved the merger agreement, the plan of merger substantially in the form attached as Annex A to the merger agreement (the "plan of merger") and the transactions contemplated by the merger agreement, including the merger.

        On April 5, 2016, the Company filed the plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of April 5, 2016, pursuant to which the merger became effective on April 5, 2016. As a result of the merger, the Company became indirectly wholly owned by Parent.

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        At the effective time of the merger, each Class A Ordinary Share (including Class A Ordinary Shares represented by ADSs) and each Class B Ordinary Share, in each case, issued and outstanding immediately prior to the effective time of the merger, other than (a) Class A Ordinary Shares owned by Parent, (b) Ordinary Shares owned by the Company or its subsidiaries, if any, (c) Ordinary Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Cayman Islands Companies Law, if any, and (d) Ordinary Shares reserved (but not yet allocated) by the Company, as of the time immediately prior to the effective time of the merger (including Ordinary Shares held by Citibank, N.A., in its capacity as ADS depositary (the "ADS Depositary")) for issuance and allocation upon the exercise of any Company option or restricted share unit issued under the Company Incentive Plans (as defined below) (Ordinary Shares described under (a) through (d) above are collectively referred to herein as the "Excluded Shares"), was cancelled in exchange for the right to receive one eighteenth of the Per ADS Merger Consideration (as defined below) in cash without interest (the "Per Share Merger Consideration"), and each ADS issued and outstanding immediately prior to the effective time of the merger (other than any ADS that represents Excluded Shares) represents the right to surrender the ADS in exchange for $27.60 in cash per ADS without interest (the "Per ADS Merger Consideration") (less a cancellation fee of up to $5.00 per 100 ADSs (or any fraction thereof) pursuant to the terms of the deposit agreement, dated as of December 8, 2010, by and among the Company, the ADS Depositary and the holders and beneficial owners of ADSs issued thereunder), in each case, net of any applicable withholding taxes. The Company did not receive any notice of objection from any shareholder prior to the vote to approve the merger, which is required for exercising any dissenter rights under the Cayman Islands Companies Law. The Excluded Shares, including Excluded Shares represented by ADSs, were cancelled for no consideration as of the effective time of the merger.

        At the effective time of the merger, each outstanding vested and unexercised option to purchase Ordinary Shares granted under the Company's 2006 Stock Option Scheme (as amended), Youku Tudou Inc. Share Incentive Plan (formerly named as Youku Inc. 2010 Share Incentive Plan, as amended), and 2014 Share Incentive Plan (collectively, the "Company Share Incentive Plans") was cancelled and converted into the right to receive, as soon as practicable after the effective time of the merger, a cash amount equal to the number of Ordinary Shares underlying such option immediately prior to the effective time of the merger multiplied by the amount by which the Per Share Merger Consideration exceeds the exercise price per Ordinary Share of such vested option. At the effective time of the merger, each outstanding unvested option to purchase Ordinary Shares granted under the Company Share Incentive Plans was cancelled and converted into the right to receive, as soon as practicable after the effective time of the merger, a restricted cash award in an amount equal to the number of Ordinary Shares underlying such option immediately prior to the effective time of the merger multiplied by the amount by which the Per Share Merger Consideration exceeds the exercise price per Ordinary Share of such unvested option. In the case that the Per Share Merger Consideration did not exceed the exercise price per Ordinary Share of any option, such option was cancelled for no consideration. At the effective time of the merger, each outstanding restricted share unit granted under the Company Share Incentive Plans was cancelled and converted into the right to receive, as soon as practicable after the effective time of the merger, a restricted cash award in an amount equal to the number of Ordinary Shares underlying such restricted share unit immediately prior to the effective time of the merger multiplied by the Per Share Merger Consideration.

        Any restricted cash awards are subject to the same vesting terms applicable to the unvested options or restricted share units from which they were converted without giving effect to the merger, and on the date, and to the extent, that any unvested option or restricted share unit would have become vested without giving effect to the merger, such corresponding portion of the restricted cash award shall be delivered to the holder of such restricted cash award, net of any applicable withholding taxes, as soon as practicable thereafter.

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        As a result of the Merger, the ADSs will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange ("NYSE"), and the Company will cease to be a publicly traded Company. The Company has requested NYSE to file an application on Form 25 with the SEC to remove the ADSs from listing on NYSE and withdraw registration of the Ordinary Shares under the Exchange Act. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. In addition, the Company will suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC. The Company's reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

Item 16    Exhibits

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SIGNATURES

        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: April 5, 2016

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EXHIBIT INDEX

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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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