Shares Owned by CEO Henry Lin Increase and buyback

[TrueValueSeeker]

Compare 13G file by CEO Henry Lin on 2/14/2014 and 2/14/2013

Although percentage decrease due to new issues shares to some large investor, actual number of shares owned by CEO has been increased.

Current  Report  02/14/2014

 (a) Amount beneficially owned: 54,606,691(1) 53,952,941(2) 54,606,691(1) —

(b) Percent of class: 18.1%(1)(3) 97.3% 18.0%(4) 66.6%(5)

© Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote 4,253,750(6) 2,100,000(7) 4,253,750(6) —

(ii) Shared power to vote or to direct the vote 50,352,941(8) 50,352,941(8) 50,352,941(8) —

(iii) Sole power to dispose or to direct the disposition of 4,253,750(6) 2,100,000(7) 4,253,750(6) —

(iv) Shared power to dispose or to direct the disposition of 50,352,941(8) 50,352,941(8) 50,352,941(8) —

Report on  02/14/2013

 (a) Amount beneficially owned: 53,106,701 52,452,941 53,106,701 —

(b) Percent of class: 28.1% 49.9% 22.0% 44.2%

© Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote 2,753,750 2,100,000 2,753,750 —

(ii) Shared power to vote or to direct the vote 50,352,941 50,352,941 50,352,941 —

(iii) Sole power to dispose or to direct the disposition of 2,753,750 2,100,000 2,753,750 —

(v) Shared power to dispose or to direct the disposition of 50,352,941 50,352,941 50,352,941

[thecrazykevy]

The increase is from options for 1.5 million in Class B shares being vested soon.

This is from today's filing

(1)

Represent (i) 2,100,000 Class B common shares held by Dr. Henry Yu Lin, (ii) 653,750 Class A common shares in the form of American Depositary Shares (“ADSs&rdquo purchased in one or more open-market transactions from December 2012 to December 2013 and (iii) 1,500,000 Class B common shares issuable upon the exercise of options held by Dr. Lin, which were vested or will be vested within 60 days after December 31, 2013.

(2)

Represent 50,352,941 Class B common shares held by RPL Holdings Limited. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each Class A common share is entitled to one vote, whereas each Class B common share is entitled to ten votes and is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances.

This from the previous filing dated August 2013 which didn't have the 1.5 million Class B shares from options: http://secfilings.nyse.com/filing.php?doc=1&attach=ON&ipage=9101254&rid=23

1)	Represent (i) 2,100,000 Class B common shares held by Dr. Henry Yu Lin which he received after exercising options and (ii) 653,750 Class A common shares in the form of American Depositary Shares (“ADSs&rdquo purchased in one or more open-market transactions from June through December 2012.

(2)

Represent 50,352,941 Class B common shares held by RPL Holdings Limited. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each Class A common share is entitled to one vote, whereas each Class B common share is entitled to ten votes and is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances.

[TrueValueSeeker]

Henry purchase 653,750 ADS in the open market from December 2012 to December 2013.



Please note from Sec:
Represent (i) 2,100,000 Class B common shares held by Dr. Henry Yu Lin, (ii) 653,750 Class A common shares in the form of American Depositary Shares (“ADSs”) purchased in one or more open-market transactions from December 2012 to December 2013 and (iii) 1,500,000 Class B common
shares issuable upon the exercise of options held by Dr. Lin, which were vested or will be vested within 60 days after December 31, 2013

[thecrazykevy]

Henry purchase 653,750 ADS in the open market from December 2012 to December 2013. Please note from Sec: Represent (i) 2,100,000 Class B common shares held by Dr. Henry Yu Lin, (ii) 653,750 Class A common shares in the form of American Depositary Shares (“ADSs&rdquo purchased in one or more open-market transactions from December 2012 to December 2013 and (iii) 1,500,000 Class B common shares issuable upon the exercise of options held by Dr. Lin, which were vested or will be vested within 60 days after December 31, 2013

It also said the something similair on the August 23, 2013 filing:

Represent (i) 2,100,000 Class B common shares held by Dr. Henry Yu Lin which he received after exercising options and (ii) 653,750 Class A common shares in the form of American Depositary Shares (“ADSs&rdquo purchased in one or more open-market transactions from June through December 2012.

If Lin bought another exact same amount of 653,750 common shares (130,750 ADS) between December 2012 to December 2013 in addition to the 653,750 shares he bought betwen June to December 2012 then his total ownership numbers don't add up.

The August 2013 filing said that Lin owned 52,452,941 Class B common shares and 653,750 Class A common shares.

The recent filing said that Lin owned 53,952,941 Class B common shares and 653,750 Class A common shares. The only increase is his Class B stake which is from 1.5 million in Class B options being vested soon.

If Lin bought another 653,750 in Class A common shares through ADS recently in addition to the 653,750 shares he bought personally in 2012, he would need to have over 1.3 million Class A common shares now.

[harry2013]

I don't think Lin increased his A share / ADR stake. First, the numbers don't add up. Second, if he did we should have gotten a press release to accompany it. It's a big deal that the CEO increases his stake after fraud allegations and now that the 13g is out there is nothing stopping the company from shouting this from the rooftops. Third, and I think this is probably the explanation for why he hasn't increased his stake is that the 13g reporting period is till 12/31. Remember from Toro's comments management is illiquid. They wanted to pledge their B shares towards collateral for a loan to fund their ADR buyback commitment.They only got permission to do this at the AGM in late December. I doubt any loan to fund buybacks would have been advanced Christmas week. So in my mind the real question is as to whether Lin bought shares in the new year, after the recently filed 13g reporting period ended. That is still yet to be seen. My guess is yes. If you've made the commitment and now have the funding in place why wait for the share price to continue to ramp up. I think we will get more clarity at ER / Conf call Q&A.

[TrueValueSeeker]

After check the number on three 13G filing(Dec 2012, August 2013, Dec 2013), buyback shares does not showed up for Henry after MW attack before December 31, 2013.

There is Annual General Meeting Results on December 27, 2013

http://ir.nq.com/phoenix.zhtml?c=243152&p=irol-newsArticle&ID=1887027&highlight=

The purpose of the meeting is to lend money for management to buy back NQ shares. But there is a jump in NQ price from $11.85 to $14.70(December 30-31 2013) right after general meeting result, if there is a purchase, it might happen at 2014. And this is ADR stock, it might not be reported until next 13g filing. Assume 653,750 ADS was purchased by Henry before MW attack, I do not see any press release other than 13G filing. One thing I notice, Henry has not sold any shares yet since IPO. I do not know whether he has other money except NQ ownership to buy NQ shares. He might need loan from NQ to buy shares. If this is case, shares was purchased by Henry highly likely in 2014. And this will be reported until next 13G for year 2014.

Another thinking in my mind about shares back by management as well as NQ company.The purpose of buyback shares is to rescure stock price under MW attack. As we can see there are many institutional  investors take big stakes in NQ recently in 13G filing, these investors did not buy big stakes without consulting NQ management and checking NQ accounts. In NQ management point of view at that moment , there was  no need to rescure stock price  when they knew  many institutional investors will do  that for them. NQ is still a small company. NQ just offer convertible bonds not long time ago to raise cash. NQ needs cash to put into better use, like expand business and use cash as cushion to go through business cycle. NQ management has big stakes in the company already. Why not use cash for the long term of business use instead of buyback shares?