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Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

 

21Vianet Group, Inc.

(Name of Issuer)

 

 

 

Class A Ordinary Shares, $0.00001 par value per share

(Title of Class of Securities)

 

90138A103

(CUSIP Number)

 

December 31, 2011

(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 disclosures provided in a prior cover page.

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).

 

 

 

CUSIP No. 90138A103   13G   Page 2 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cisco Systems International B.V. (“CSIBV”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,713,822 (1)*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,713,822 (1)*

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,713,822 (1)*

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%**

12

  

TYPE OF REPORTING PERSON

 

CO

 

(1) Shared with the other Reporting Persons (defined below) solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of Cisco Systems Netherlands Holdings B.V. and an indirect wholly owned subsidiary of each other Reporting Person.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 American Depository Shares (“ADS”). Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

CUSIP No. 02322P101   13G   Page 3 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cisco Systems Netherlands Holdings B.V. (“CSNH”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,713,822 (2)*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,713,822 (2)*

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,713,822 (2)*

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%**

12

  

TYPE OF REPORTING PERSON

 

CO

 

(2) Represents shares of the Issuer’s Class B Ordinary Shares shared with the other Reporting Persons, solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person. Each of the Reporting Persons other than CSIBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

CUSIP No. 02322P101   13G   Page 4 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cisco Systems International SARL (“CSI”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,713,822 (2)*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,713,822 (2)*

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,713,822 (2)*

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%**

12

  

TYPE OF REPORTING PERSON

 

CO

 

(2) Represents shares of the Issuer’s Class B Ordinary Shares shared with the other Reporting Persons, solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person. Each of the Reporting Persons other than CSIBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

CUSIP No. 02322P101   13G   Page 5 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cisco Systems (Bermuda) Ltd (“CSBL”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,713,822 (2)*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,713,822 (2)*

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,713,822 (2)*

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%**

12

  

TYPE OF REPORTING PERSON

 

CO

 

(2) Represents shares of the Issuer’s Class B Ordinary Shares shared with the other Reporting Persons, solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person. Each of the Reporting Persons other than CSIBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

CUSIP No. 02322P101   13G   Page 6 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cisco Systems International Holdings Ltd. (“CSIHL”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,713,822 (2)*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,713,822 (2)*

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,713,822 (2)*

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%**

12

  

TYPE OF REPORTING PERSON

 

CO

 

(2) Represents shares of the Issuer’s Class B Ordinary Shares shared with the other Reporting Persons, solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person. Each of the Reporting Persons other than CSIBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

CUSIP No. 02322P101   13G   Page 7 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cisco Systems Global Holdings Ltd. (“CSGHL”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,713,822 (2)*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,713,822 (2)*

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,713,822 (2)*

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%**

12

  

TYPE OF REPORTING PERSON

 

CO

 

(2) Represents shares of the Issuer’s Class B Ordinary Shares shared with the other Reporting Persons, solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person. Each of the Reporting Persons other than CSIBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

CUSIP No. 02322P101   13G   Page 8 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cisco Worldwide Holdings Ltd. (“CWHL”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,713,822 (2)*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,713,822 (2)*

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,713,822 (2)*

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%**

12

  

TYPE OF REPORTING PERSON

 

CO

 

(2) Represents shares of the Issuer’s Class B Ordinary Shares shared with the other Reporting Persons, solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person. Each of the Reporting Persons other than CSIBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

CUSIP No. 02322P101   13G   Page 9 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cisco Technology, Inc. (“CTI”)

I.R.S. Identification No. 77-0462351

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,713,822 (2)*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,713,822 (2)*

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,713,822 (2)*

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%**

12

  

TYPE OF REPORTING PERSON

 

CO

 

(2) Represents shares of the Issuer’s Class B Ordinary Shares shared with the other Reporting Persons, solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person. Each of the Reporting Persons other than CSIBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

CUSIP No. 02322P101   13G   Page 10 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cisco Systems, Inc. (“Cisco”)

I.R.S. Identification No. 77-0059951

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,713,822 (2)*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,713,822 (2)*

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,713,822 (2)*

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%**

12

  

TYPE OF REPORTING PERSON

 

CO

 

(2) Represents shares of the Issuer’s Class B Ordinary Shares shared with the other Reporting Persons, solely by virtue of the fact that CSIBV, the record holder of these shares, is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person. Each of the Reporting Persons other than CSIBV disclaims beneficial ownership of the shares pursuant to Rule 13d-4.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

 

CUSIP No. 02322P101

  

13G

    Page 11 of 15 Pages

 

Item 1(a)    Name of Issuer:
   21Vianet Group, Inc.
Item 1(b)    Address of Issuer’s Principal Executive Offices:
   M5 1 Jiuxianqiao East Road, Chaoyang District, Beijing 100016, People’s Republic of China
Item 2(a)    Name of Person Filing:
  

(i)       Cisco Systems International BV (“CSIBV”);

  

(ii)      Cisco Systems Netherlands Holdings B.V. (“CSNH”);

  

(iii)     Cisco Systems International SARL (“CSI”);

  

(iv)     Cisco Systems (Bermuda) Ltd (“CSBL”);

  

(v)      Cisco Systems International Holdings Ltd. (“CSIHL”);

  

(vi)     Cisco Systems Global Holdings Ltd. (“CSGHL”);

  

(vii)    Cisco Worldwide Holdings Ltd. (“CWHL”);

  

(viii)  Cisco Technology, Inc. (“CTI”);

  

(ix)     Cisco Systems, Inc. (“Cisco”).

   Each of the entities (i) through (ix) above is a “Reporting Person” and collectively, the “Reporting Persons.”

Item 2(b)

    Address of Principal Business Office or, If None, Residence
  

(i)       Haarlerbergpark, Haarlerbergweg 13-19, 1101 CH, Amsterdam, Netherlands

  

(ii)      Haarlerbergpark, Haarlerbergweg 13-19, 1101 CH, Amsterdam, Netherlands

  

(iii)     Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland

  

(iv)     Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland

  

(v)      Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland

  

(vi)     Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland

  

(vii)    Avenue des Uttins 5, Rolle, Vaud, 1180 Switzerland

  

(viii)  170 West Tasman Drive, San Jose, California 95134

  

(ix)     170 West Tasman Drive, San Jose, California 95134

Item 2(c)    Citizenship:
  

(i)       Netherlands

  

(ii)      Netherlands

  

(iii)     Switzerland

  

(iv)     Bermuda

  

(v)      Bermuda

  

(vi)     Bermuda

 

CUSIP No. 02322P101

  

13G

    Page 12 of 15 Pages

 

     (vii)    Bermuda
  

(viii)  State of California

  

(ix)     State of California

Item 2(d)    Title of Class of Securities:
   Class A Ordinary Shares, $0.00001 par value per share
Item 2(e)    CUSIP Number:
   90138A103
Item 3.    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:
  

(a)    ¨  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

  

(b)    ¨  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

  

(c)    ¨  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

  

(d)    ¨  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

  

(e)    ¨  An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

  

(f)     ¨  An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

  

(g)    ¨  A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

  

(h)    ¨  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

  

(i)     ¨  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);

  

(j)     ¨  A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

  

(k)    ¨  Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:

  

Not  applicable.

 

CUSIP No. 02322P101

  

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    Page 13 of 15 Pages

 

Item 4.    Ownership
  

(a)       Amount Beneficially Owned: 5,713,822 shares*

  

(b)      Percent of Class: 6.0%**

  

(c)       Number of shares as to which the person has:

  

(i)     Sole power to vote or direct the vote: 0.

  

(ii)    Shared power to vote or direct the vote: 5,713,822 shares. 1*

  

(iii)  Sole power to dispose or to direct the disposition of: 0.

  

(iv)   Shared power to dispose or to direct the disposition of: 5,713,822 shares. 1*

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 or more than five percent of the class of securities, check the following box:  ¨

Item 6.

    Ownership of More Than Five Percent on Behalf of Another Person
   Not applicable.
Item 7.    Identification and Classification of 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.
Item 10.    Certifications
   Not applicable.

 

1 Shared with the other Reporting Persons solely by virtue of the fact that CSIBV is a direct wholly owned subsidiary of CSNH and an indirect wholly owned subsidiary of each other Reporting Person.
* Represents 5,313,820 Class B Ordinary Shares of the Issuer and 66,667 ADS. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share without further consideration and each ADS represents six Class A Ordinary Shares at any time without further consideration.
** Based on (i) 89,700,000 of the Issuer’s Class A Ordinary Shares outstanding and (ii) 244,515,330 of the Issuer’s Class B Ordinary Shares outstanding. Issuer’s Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding are each set forth in the Issuer’s Prospectus, filed with the the Securities and Exchange Commission (the “Commission”) on April 21, 2011 (after giving effect to the full exercise of the over-allotment option decribed therein as announced by the Issuer on April 28, 2011).

 

CUSIP No. 02322P101

  

13G

    Page 14 of 15 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 13, 2012       CISCO SYSTEMS INTERNATIONAL BV
    By:  

/s/ Coks Stoffer

    Name:   Coks Stoffer
    Title:   Director

 

Dated: February 13, 2012       CISCO SYSTEMS NETHERLANDS HOLDINGS B.V.
    By:  

/s/ Coks Stoffer

    Name:   Coks Stoffer
    Title:   Director

 

Dated: February 13, 2012       CISCO SYSTEMS INTERNATIONAL SARL
    By:  

/s/ Petra Lindner

    Name:   Petra Lindner
    Title:   Director
        By:  

/s/ Jean-Marc Servat

    Name:   Jean-Marc Servat
    Title:   Director

 

Dated: February 13, 2012       CISCO SYSTEMS (BERMUDA) LTD
    By:  

/s/ Petra Lindner

    Name:   Petra Lindner
    Title:   Director
    By:  

/s/ Jean-Marc Servat

    Name:   Jean-Marc Servat
    Title:   Director

 

Dated: February 13, 2012       CISCO SYSTEMS INTERNATIONAL HOLDINGS LTD.
    By:  

/s/ Petra Lindner

    Name:   Petra Lindner
    Title:   Director
    By:  

/s/ Jean-Marc Servat

    Name:   Jean-Marc Servat
    Title:   Director

 

Dated: February 13, 2012       CISCO SYSTEMS GLOBAL HOLDINGS LTD.
    By:  

/s/ Petra Lindner

    Name:   Petra Lindner
    Title:   Director
    By:  

/s/ Jean-Marc Servat

    Name:   Jean-Marc Servat
    Title:   Director

 

CUSIP No. 02322P101

  

13G

    Page 15 of 15 Pages

 

Dated: February 13, 2012       CISCO WORLDWIDE HOLDINGS LTD.
    By:  

/s/ Petra Lindner

    Name:   Petra Lindner
    Title:   Director
    By:  

/s/ Jean-Marc Servat

    Name:   Jean-Marc Servat
    Title:   Director

 

Dated: February 13, 2012       CISCO TECHNOLOGY, INC.
    By:  

/s/ Evan Sloves

    Name:   Evan Sloves
    Title:   President
Dated: February 13, 2012     CISCO SYSTEMS, INC.
    By:  

/s/ Prat Bhatt

    Name:   Prat Bhatt
    Title:   Vice President, Corporate Controller and Principal Accounting Officer

EXHIBIT INDEX

 

Exhibit

   

Title

A    Joint Filing Agreement dated February 13, 2012 among the reporting persons.
Joint Filing Agreement

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement on February 13, 2012.

 

CISCO SYSTEMS INTERNATIONAL B.V.
By:  

/s/ Coks Stoffer

  Coks Stoffer
  Director
CISCO SYSTEMS NETHERLANDS HOLDINGS B.V.
By:  

/s/ Coks Stoffer

  Coks Stoffer
  Director
CISCO SYSTEMS INTERNATIONAL SARL
By:  

/s/ Petra Lindner

  Petra Lindner
  Director
By:  

/s/ Jean-Marc Servat

  Jean-Marc Servat
  Director
CISCO SYSTEMS (BERMUDA) LTD
By:  

/s/ Petra Lindner

  Petra Lindner
  Director
By:  

/s/ Jean-Marc Servat

  Jean-Marc Servat
  Director
CISCO SYSTEMS INTERNATIONAL HOLDINGS LTD.
By:  

/s/ Petra Lindner

  Petra Lindner
  Director
By:  

/s/ Jean-Marc Servat

  Jean-Marc Servat
  Director
CISCO SYSTEMS GLOBAL HOLDINGS LTD.
By:  

/s/ Petra Lindner

  Petra Lindner
  Director

By:  

/s/ Jean-Marc Servat

  Jean-Marc Servat
  Director
CISCO WORLDWIDE HOLDINGS LTD.
By:  

/s/ Petra Lindner

  Petra Lindner
  Director
By:  

/s/ Jean-Marc Servat

  Jean-Marc Servat
  Director
CISCO TECHNOLOGY, INC.
By:  

/s/ Evan Sloves

  Evan Sloves
  President
CISCO SYSTEMS, INC.
By:  

/s/ Prat Bhatt

  Prat Bhatt
  Vice President, Corporate Controller and Principal Accounting Officer