SCHEDULE 13D AMENDMENT NO. 3

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

72,183,841

SHARED VOTING POWER

46,573,653

SOLE DISPOSITIVE POWER

118,757,494

SHARED DISPOSITIVE POWER

0

SC 13D/A 1 d135494dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 SCHEDULE 13D AMENDMENT NO. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Sea Limited

(Name of Issuer)

Class A Ordinary shares, par value US$0.0005 per share

(Title of Class of Securities)

81141R100**

(CUSIP Number)

Tencent Holdings Limited

29/F., Three Pacific Place,

No. 1 Queen’s Road East, Wanchai, Hong Kong

Telephone: +852 3148 5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 20, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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.

**	There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 81141R100 has been assigned to the American Depositary Shares of the Issuer, which are quoted on the New York Stock Exchange under the symbol “SE.” Each American Depositary Share represents one Class A Ordinary Share.

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. 81141R100		Schedule 13D/A		Page 2 of 9


1		NAME OF REPORTING PERSONS Tencent Holdings Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 81141R100		Schedule 13D/A		Page 3 of 9


1		NAME OF REPORTING PERSONS Tencent Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


CUSIP No. 81141R100		Schedule 13D/A		Page 4 of 9

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2017 (as amended to date, the “Schedule 13D”) relating to the Class A ordinary shares, par value US$0.0005 per share (the “Class A Ordinary Shares”), and American depositary shares, each representing one Class A Ordinary Share (“ADSs”), of Sea Limited, a limited liability company organized and existing under the laws of Cayman Islands (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 2. Identity and Background

Item 2 (including Appendix A attached hereto) of the Schedule 13D is hereby amended and restated in its entirety, as follows:

(a), (f)

The Schedule 13D is being filed jointly by:

(i)

Tencent Holdings Limited, a Cayman Islands company (“Tencent Holdings”); and

(ii)

Tencent Limited, a British Virgin Islands company (“Tencent Limited,” and together with Tencent Holdings, the “Reporting Persons” or each a “Reporting Person”).

(b)	The principal business address of Tencent Holdings is 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong.

The principal business address of Tencent Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

(c)

Tencent Holdings is an integrated internet service company providing services including value-added services, online advertising and FinTech and business services. It has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700). Tencent Limited is a wholly-owned subsidiary of Tencent Holdings and is principally engaged in the business of holding securities in portfolio companies in which Tencent Holdings invests.

Attached hereto as Appendix A, and incorporated herein by reference, is information concerning each director and executive officer of the Reporting Persons (collectively, the “Related Persons”), which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

(d)-(e)

During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any of Related Persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended by replacing the last paragraph with the following:

Since the Reporting Persons filed the Amendment No. 2 to Schedule 13D on March 12, 2019, the Issuer has conducted several rounds of financing to issue more Class A Ordinary Shares. The Issuer’s total outstanding Class A Ordinary Shares increased to 367,412,860 as of March 5, 2021 as disclosed in the annual report on Form 20-F filed by the Issuer with the SEC on April 16, 2021 (the “20-F”).


CUSIP No. 81141R100		Schedule 13D/A		Page 5 of 9

In 2019, THL E Limited, a wholly owned subsidiary of Tencent Holdings, disposed of $50 million principal amount of the 2018 Convertible Notes of the Issuer. In 2020, Huang River disposed of 720,000 ADSs representing Class A Ordinary Shares.

Other than as set forth in the Schedule 13D, neither the Reporting Persons, nor to the knowledge of the Reporting Persons, any Related Persons has any plans or proposal which relate to, or would result in, any of the matters described in subsections (a) through (j) of Item 4 of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons, and any Related Persons, may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer

Items 5 of the Schedule D are hereby amended and restated in its entirety as follows:

(a) - (b)

Items 7 through 11 and 13 of each of the cover page of the Schedule 13D for the Reporting Persons are incorporated herein by reference.

As of the date hereof:

Tencent Limited may be deemed to have beneficial ownership of an aggregate of 110,206,661 Class A Ordinary Shares, or 23.4%, including 7,496,251 Class A Ordinary Shares and 102,710,410 Class A Ordinary Shares convertible from the same amount of Class B ordinary shares, par value US$0.0005 per share (“Class B Ordinary Shares”), held by Tencent Limited.

Tencent Limited’s sole voting power includes (i) 56,136,757 Class B Ordinary Shares, that are subject only to an Irrevocable Proxy (as defined below) with respect to limited matters relating to the size and/or composition of the Issuer’s board granted to the founder of the Issuer (each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time subject to certain restrictions agreed upon in the Irrevocable Proxy) and (ii) 7,496,251 Class A Ordinary Shares.


CUSIP No. 81141R100		Schedule 13D/A		Page 6 of 9

Tencent Limited’s shared voting power represents 46,573,653 Class B Ordinary Shares that are subject to an Irrevocable Proxy with respect to all matters that require shareholder vote (other than the size and/or composition of the Issuer’s board which is subject to a separate proxy discussed in this item below) granted to the founder of the Issuer.

Tencent Holdings is the parent company of Tencent Limited and may be deemed to beneficially own the securities held of record by Tencent Limited. Tencent Holdings’ beneficial ownership also includes 4,613,333 Class A Ordinary Shares held by Huang River Investment Limited (“Huang River”), a wholly-owned subsidiary of Tencent Holdings, and 3,937, 500 Class A Ordinary Shares convertible from the same amount of Class B Ordinary Shares held by another wholly-owned subsidiary of Tencent Holdings.

Tencent Holdings may be deemed to have beneficial ownership on an aggregate of 118,757,494 Class A Ordinary Shares, or 25.1%, including 12,109,584 Class A Ordinary Shares and 106,647,910 Class A Ordinary Shares convertible from the same amount of Class B Ordinary Shares.

Tencent Holdings’ sole voting power includes (i) an aggregate of 60,074,257 Class B Ordinary Shares, including 56,136,757 Class B Ordinary Shares held by Tencent Limited and 3,937,500 Class B Ordinary Shares held by another wholly-owned subsidiary of Tencent Holdings, that are subject only to an Irrevocable Proxy with respect to limited matters relating to the size and/or composition of the board of directors of the Issuer granted to the founder of the Issuer (each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time subject to certain restrictions agreed upon in the Irrevocable Proxy), (ii) 7,496,251 Class A Ordinary Shares held by Tencent Limited and (iii) 4,613,333 Class A Ordinary Shares held by Huang River.

Tencent Holdings’ shared voting power represents 46,573,653 Class B Ordinary Shares held by Tencent Limited, that are subject to an irrevocable proxy with respect to all matters that require shareholder vote (other than the size and/or composition of the Issuer’s board which is subject to a separate proxy discussed in the preceding paragraph above) granted to the founder of the Issuer.

Unless otherwise indicated, the percentages are based on 367,412,860 Class A Ordinary Shares of the Issuer as of March 5, 2021 as disclosed in the 20-F.

Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, subject to certain restrictions agreed upon in the Irrevocable Proxy between the founder of the Issuer and Tencent Holdings. Class A Ordinary Shares are not convertible into Class B Ordinary Shares at any circumstances. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to three votes, voting together as a single class on all matters subject to vote at general meetings of the Issuer.

After taking into account the Irrevocable Proxy granted by Tencent Holdings and its affiliates, the voting power held by Tencent Holdings represents approximately 23.3% of the aggregate voting power of the Issuer’s total issued and outstanding shares voting together as a single class with respect to all matters that require shareholder vote, except with respect to the size and/or composition of the Issuer’s board for which Tencent Holdings’ voting power is lower as a result of the separate proxy discussed in this Item 5.

The Irrevocable Proxy

Under an irrevocable proxy dated as of September 1, 2017 (the “Irrevocable Proxy”), the Reporting Parties and their affiliate have granted the founder of the Issuer, Forrest Xiaodong Li (the “founder”), the following irrevocable proxies:


CUSIP No. 81141R100		Schedule 13D/A		Page 7 of 9

•

an irrevocable proxy with respect to all of their Class B Ordinary Shares for any matters concerning the size and/or composition of the Issuer’s board that require a shareholder vote, including, any resolution to approve, authorize or confirm any increase or decrease in the number of or any minimum or maximum number of directors of the Issuer’s board, any appointment or election of any new director or directors of the Issuer, and any removal or replacement of any existing director or directors of the Issuer. The founder has agreed to vote all of such Class B Ordinary Shares at the direction of Tencent Holdings for the election, removal and replacement of one member of the board, provided the nominee is qualified and permitted to serve on the board under applicable law and stock exchange rules.

•

an irrevocable proxy for all other matters that require shareholder vote with respect to 46,573,653 Class B Ordinary Shares held by the Reporting Persons and their affiliate.

Upon termination of the Irrevocable Proxy, all issued and outstanding Class B Ordinary Shares will automatically convert into an equal number of Class A Ordinary Shares (subject to the exception described below). The Irrevocable Proxy will terminate upon the earliest of (i) the tenth anniversary of the completion of the Issuer’s initial public offering, which can be extended if the parties agree; (ii) the founder voluntarily ceasing to be the Issuer’s group chief executive officer; (iii) the death or permanent incapacity of the founder; (iv) the founder failing to spend at least half of all work days, excluding certain leaves, in any given calendar year on the Issuer’s business, at the end of such calendar year; (v) the founder voting the proxy shares on the Tencent director matter contrary to the written direction of Tencent Holdings; or (vi) the mutual agreement of the parties. However, if upon the tenth anniversary of the completion of the Issuer’s initial public offering the number of issued and outstanding Class B Ordinary Shares held by the Reporting Persons and their affiliate are less than 50% of the total number of issued and outstanding Class B Ordinary Shares they held immediately after the completion of the Issuer’s initial public offering, all of the Class B Ordinary Shares then held by the Reporting Persons and their affiliate will automatically convert into an equal number of Class A Ordinary Shares, and all of the Class B Ordinary Shares held by the founder and his permitted transferees will not convert into Class A Ordinary Shares until the earliest of an additional ten years or any of the events described in (ii), (iii) and (iv) above.

Due to the Irrevocable Proxy, the Reporting Persons may be deemed to share voting power with the founder, Forrest Xiaodong Li, with respect to the 46,573,653 Class B Ordinary Shares that are subject to an irrevocable proxy with respect to all other matters that require shareholder vote.

Solely due to the Irrevocable Proxy, the Reporting Persons and the founder of the Issuer, Forrest Xiaodong Li, may be deemed to constitute a “group” within the meaning of Rule 13d-5(b). However, neither the filing of the Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person (other than Tencent Limited for its directly held shares) that it is the beneficial owner of any Class A or B Ordinary Shares for any purpose, and such beneficial ownership is expressly disclaimed.

Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, none of the Related Persons, other than Chenye Xu (“Mr. Xu”), chief information officer of Tencent Holdings, beneficially owns any Class A Ordinary Shares. As of the date hereof, Mr. Xu beneficially owned 1,667,694 Class A Ordinary Shares.

(c) Mr. Xu effected the following transactions in the Class A Ordinary Shares, each represented by one ADS, during the past 60 days: Mr. Xu sold 50,016 ADS in an open market transaction at a price of $230.71 per ADS on March 15, 2021 and sold an aggregate of 50,000 ADS in open market transactions at a weighted average price of $234.99 per ADS on March 16, 2021.

Except as described in Item 4 and this Item 5(c), during the past 60 days, none of the Reporting Persons or to the best knowledge of the Reporting Persons, the Related Persons has effected any transactions in the Class A Ordinary Shares.


CUSIP No. 81141R100		Schedule 13D/A		Page 8 of 9

(d) Except as set forth in the Schedule 13D, no other person 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, the Class A Ordinary Shares beneficially owned by the Reporting Persons.

(e) Not applicable.


CUSIP No. 81141R100		Schedule 13D/A		Page 9 of 9

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: April 20, 2021


TENCENT HOLDINGS LIMITED

By:		/s/ Lau Chi Ping Martin
Name:		Lau Chi Ping Martin
Title:		Director

TENCENT LIMITED

By:		/s/ Brent Richard Irvin
Name:		Brent Richard Irvin
Title:		Director

[Signature Page to Schedule 13D Amendment]

APPENDIX A

EXECUTIVE OFFICERS AND DIRECTORS

Directors and Executive Officers of Tencent Holdings Limited

The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.


Name	Present Principal Employment	Citizenship
Directors:

Ma Huateng	Chairman of the Board and Executive Director	People’s Republic of China

Lau Chi Ping Martin	Executive Director	People’s Republic of China (Hong Kong SAR)

Jacobus Petrus (Koos) Bekker	Non-Executive Director	Republic of South Africa

Charles St Leger Searle	Non-Executive Director	Republic of South Africa

Li Dong Sheng	Independent Non-Executive Director	People’s Republic of China

Iain Ferguson Bruce	Independent Non-Executive Director	People’s Republic of China (Hong Kong SAR)

Ian Charles Stone	Independent Non-Executive Director	People’s Republic of China (Hong Kong SAR)

Yang Siu Shun	Independent Non-Executive Director	People’s Republic of China (Hong Kong SAR)

Ke Yang	Independent Non-Executive Director	People’s Republic of China

Executive Officers:

Ma Huateng	Chief Executive Officer	People’s Republic of China

Lau Chi Ping Martin	President	People’s Republic of China (Hong Kong SAR)

Xu Chenye	Chief Information Officer	People’s Republic of China

Ren Yuxin	Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group	People’s Republic of China

James Gordon Mitchell	Chief Strategy Officer and Senior Executive Vice President	United Kingdom of Great Britain and Northern Ireland

David A.M. Wallerstein	Chief eXploration Officer and Senior Executive Vice President	United States of America

John Shek Hon Lo	Chief Financial Officer and Senior Vice President	People’s Republic of China (Hong Kong SAR)

A-1

Directors and Executive Officers of Tencent Limited

The names of the directors and the names and titles of the executive officers of Tencent Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Limited.


Name	Present Principal Employment	Citizenship

Directors:

Ma Huateng	Director	People’s Republic of China

Charles St Leger Searle	Director	Republic of South Africa

Brent Richard Irvin	Director	United States of America

Executive Officers:

N/A

A-2

SEC Form SC 13D/A filed by Sea Limited (Amendment)