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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
eLong, Inc.
(Name of Issuer)
Ordinary Shares, $0.01 Par Value
(Title of Class of Securities)
290138205
(CUSIP Number)
Wilson Chu, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5088
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 9, 2009
(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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
SCHEDULE 13D
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1 |
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NAMES OF REPORTING PERSONS.
Oak Pacific Interactive |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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6,229,270 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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6,229,270 |
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WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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6,229,270 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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27.9%(1) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
(1) The percent of class is calculated based upon 22,318,501 ordinary shares of eLong, Inc. issued and outstanding as of December 31, 2007, as reported in eLong, Inc.s Form 20-F filed for the fiscal year ended December 31, 2007.
SCHEDULE 13D/A
This Amendment No. 3 (this Amendment) reflects changes to the information in the Schedule
13D relating to the Ordinary Shares, par value $0.01 per share (Ordinary Shares) of eLong, Inc.
(the Company), filed January 27, 2009 by the Reporting Person as amended by Amendment No. 1 to
Schedule 13D filed on March 25, 2009 and Amendment No. 2 to Schedule 13D filed on April 30, 2009
(as amended, the Schedule 13D). All capitalized terms used in this Amendment and not otherwise
defined herein have the meanings ascribed to them in the Schedule 13D. Except as otherwise
provided herein, each Item of the Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
As of June 9, 2009, the Reporting Person purchased an aggregate of 6,229,270 shares of Ordinary
Shares for an aggregate purchase price of approximately $21.3 million using working capital.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) As of the date of this report, the Reporting Person beneficially owns an aggregate of
6,229,270
shares of the Companys Ordinary Shares, which represents 27.9% of the 22,318,501 shares of the
Companys issued and outstanding Ordinary Shares as reported in the Companys Form 20-F filed for
the fiscal year ended December 31, 2007.
(b) The number of shares as to which the Reporting Person has:
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Sole power to vote or direct the vote: |
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6,229,270 |
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Shared power to vote or direct the vote: |
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0 |
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Sole power to dispose or direct the disposition: |
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6,229,270 |
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Shared power to dispose or direct the disposition: |
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0 |
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Transactions in the class of securities reported on that were effected during the past sixty
days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting
Person are described below.
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Number of |
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Number of |
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Shares |
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Shares |
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Description of |
Date |
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Acquired |
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Disposed |
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Price Per Share (1) |
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Transaction |
5/4/2009 |
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1,228 |
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0 |
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$ |
3.26 |
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Open Market |
5/6/2009 |
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6,074 |
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0 |
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$ |
3.27 |
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Open Market |
5/8/2009 |
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37,396 |
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0 |
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$ |
3.27 |
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Open Market |
5/11/2009 |
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37,068 |
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0 |
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$ |
3.27 |
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Open Market |
5/14/2009 |
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1,978 |
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0 |
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$ |
3.27 |
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Open Market |
5/15/2009 |
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40,000 |
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0 |
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$ |
3.25 |
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Open Market |
5/19/2009 |
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40,000 |
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0 |
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$ |
3.27 |
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Open Market |
5/20/2009 |
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40,000 |
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0 |
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$ |
3.27 |
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Open Market |
6/5/2009 |
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1,128 |
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0 |
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$ |
3.22 |
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Open Market |
6/9/2009 |
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19,890 |
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0 |
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$ |
3.27 |
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Open Market |
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(1) |
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Price per share includes commissions. |
Except as otherwise described herein, no transactions in Ordinary Shares were effected
during the past sixty days or since the most recent filing of Schedule 13D, whichever is
less, by the Reporting Person.
(c) Not applicable.
(d) 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.
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Date: June 10, 2009 |
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OAK PACIFIC INTERACTIVE |
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By:
Name:
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/s/ Thomas Ren
Thomas Ren
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Title:
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Financial Controller, Director of Finance Department |
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