UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
MEMSIC, Inc. (the “Issuer”)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
586264103
(CUSIP Number)
March 19, 2012
(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)
x Rule 13d-1(c)
¨ 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. 586264103 | Page 2 of 5 |
| 1 |
NAMES OF REPORTING PERSONS
Chi Sing Ho | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,725,2231 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,725,2231 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,725,2231 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.7%2 | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| 1 | Including 4,146,394 shares of which the record owner is IDG-Accel China Growth Fund II L.P., 339,108 shares of which the record owner is IDG-Accel China Investors II L.P., 150,000 shares of which the record owner is IDG Technology Venture Investments, LP., 71,393 shares of which the record owner is IDG Technology Venture Investments, LLC, and 18,328 shares of which the record owner is IDG Technology Venture Investment III, L.P. Chi Sing Ho and Quan Zhou are directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd., which is the ultimate general partner of both IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. Chi Sing Ho and Quan Zhou are managing members of IDG Technology Venture Investment III, LLC, which is the general partner of IDG Technology Venture Investment III, L.P. Chi Sing Ho and Quan Zhou are managing members of IDG Technology Venture Investments, LLC, which is the general partner of IDG Technology Venture Investments, LP. By virtue of acting together to direct the management and operations of the ultimate general partners of each of the above record owners, Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares with Quan Zhou. |
| 2 | Based upon 23,989,323 shares of common stock outstanding as of March 13, 2012, as reported in the Issuer’s Form 10-K filed with the U.S. Securities and Exchange Commission on March 16, 2012. |
| CUSIP No. 586264103 | SCHEDULE 13G | Page 3 of 5 Pages |
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| MEMSIC, Inc. | ||||||||||||
| Item 1 | (b) |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| One Tech Drive, Suite 325, Andover, MA 01810 |
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| Item 2 | (a) |
Name of Person Filing: | ||||||||||
| Chi Sing Ho | ||||||||||||
| On March 19, 2012, Chi Sing Ho replaced Patrick J. McGovern as one of the two directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd., which is the ultimate general partner of both IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P., as one of the two managing members of IDG Technology Venture Investment III, LLC, which is the general partner of IDG Technology Venture Investment III, L.P., and as one of the two managing members of IDG Technology Venture Investments, LLC, which is the general partner of IDG Technology Venture Investments, L.P. IDG-Accel China Growth Fund II L.P., IDG-Accel China Investors II L.P., IDG Technology Venture Investments, L.P., IDG Technology Venture Investments, LLC, and IDG Technology Venture Investment III, L.P. are record owners of the shares of the Issuer reported in this filing. Quan Zhou is the other director, executive officer and/or managing member of IDG-Accel China Growth Fund GP II Associates Ltd., IDG Technology Venture Investments, LLC and IDG Technology Venture Investment III, LLC, who may be deemed to have shared voting and dispositive power with respect to these shares reported in this filing with Chi Sing Ho. Each of Chi Sing Ho and Quan Zhou disclaims the beneficial ownership of the shares reported in this filing except to the extent of his pecuniary interest therein. |
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| Quan Zhou, IDG-Accel China Growth Fund II L.P., IDG-Accel China Growth Fund II Associates L.P., IDG-Accel China Investors II L.P., IDG-Accel China Growth Fund GP II Associates Ltd., IDG Technology Venture Investments, L.P., IDG Technology Venture Investments, LLC, IDG Technology Venture Investment III, L.P., and IDG Technology Venture Investment III, LLC previously jointly filed a Schedule 13G in relation to the shares reported in this filing on February 2, 2009, which was last amended on February 2, 2010. |
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| Item 2 | (b) |
Address of Principal Business Office or, If None, Residence; Citizenship | ||||||||||
| For reporting person: | ||||||||||||
| c/o IDG VC Management Ltd. Unit 1509, The Center 99 Queen’s Road Central, Hong Kong |
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| Item 2 | (c) |
Citizenship | ||||||||||
| Chi Sing Ho is a citizen of Canada. | ||||||||||||
| Item 2 | (d) |
Title of Class of Securities: | ||||||||||
| Common stock, par value $0.00001 per share | ||||||||||||
| Item 2 | (e) |
CUSIP Number: | ||||||||||
| 586264103 | ||||||||||||
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |||||||||||
| Not applicable. | ||||||||||||
| CUSIP No. 586264103 | SCHEDULE 13G | Page 4 of 5 Pages |
| Item 4. | Ownership | |||||||||
| The information for reporting person contained in Items 5-11 of the cover page is incorporated herein by reference. | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
| Not applicable. | ||||||||||
| 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 | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
| CUSIP No. 586264103 | SCHEDULE 13G | Page 5 of 5 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: March 29, 2012
| CHI SING HO |
| /s/ Chi Sing Ho |