UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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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 the disclosures provided in a prior cover page.
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**
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Not for trading, but only in connection with the listing of the American Depositary Shares on the New York Stock Exchange, Inc.
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***
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This CUSIP number applies to the Issuer’s American Depositary Shares, each representing eight Class A ordinary shares.
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CUSIP No. 71910C103
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1.
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Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Intel Corporation, 94-1672743
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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)
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o
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(b)
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o
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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
0
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6.
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Shared Voting Power*
39,288,104
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power*
39,288,104
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person*
39,288,104
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)**
12.8%
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12.
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Type of Reporting Person (See Instructions)
CO
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*
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The Reporting Person is currently the beneficial owner of 4,911,013 American Depositary Shares, representing 39,288,104 of the Class A ordinary shares of the Issuer. Each American Depositary Share represents eight Class A ordinary shares of the Issuer. See Item 4 below for more information.
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**
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Based upon information provided by the Issuer on February 9, 2012, reflecting 306,101,077 Class A ordinary shares outstanding as of January 31, 2012.
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Item 1.
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(a)
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Name of Issuer
Phoenix New Media Limited
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(b)
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Address of Issuer’s Principal Executive Offices
Fusheng Building Tower 2, 16th Floor
No 4 Hui Xin Dong Jie, Chaoyang District
Beijing 100029, People’s Republic of China
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Item 2.
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(a)
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Name of Person(s) Filing
Intel Corporation
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(b)
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Address of Principal Business Office or, if none, Residence
2200 Mission College Boulevard
Santa Clara, California 95054-1549
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(c)
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Citizenship
Delaware
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(d)
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Title of Class of Securities
Class A ordinary shares, par value $0.01 per share*
American Depositary Shares, each representing eight Class A ordinary shares
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(e)
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CUSIP Number
71910C103**
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*
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Not for trading, but only in connection with the listing of the American Depositary Shares on the New York Stock Exchange, Inc.
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**
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This CUSIP number applies to the Issuer’s American Depositary Shares, each representing eight Class A ordinary shares.
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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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Item 4. | Ownership |
Reporting
Persons
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Number of Shares With Sole Voting and Dispositive Power
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Number of Shares With Shared Voting
and Dispositive Power
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Aggregate
Number of
Shares
Beneficially Owned
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Percentage
of Class
Beneficially Owned
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Intel Corporation
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0
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39,288,104*
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39,288,104*
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12.8%**
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Item 5. Ownership of Five Percent or Less of a Class
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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 of more than five percent of the class of securities, check the following o.
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Not applicable.
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Item 6. Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
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Item 8. Identification and Classification of Members of the Group
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Not applicable.
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Item 9. Notice of Dissolution of Group
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Not applicable.
Item 10. Certification
Not applicable.
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INTEL CORPORATION | |||
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By:
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/s/ Cary I. Klafter | |
Name: | Cary I. Klafter | ||
Title: | Vice President, Legal and Corporate Affairs, | ||
and Corporate Secretary
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