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Going private transaction by certain issuers

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549








SCHEDULE 13E-3/A
(Amendment No. 4)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934







Youku Tudou Inc.
(Name of the Issuer)





Youku Tudou Inc.
Alibaba Investment Limited
Ali YK Investment Holding Limited
Ali YK Subsidiary Holding Limited
YF Venus Ltd.
(Names of Persons Filing Statement)



Class A Ordinary Shares, par value $0.00001 per share
American Depositary Shares, each representing 18 Class A Ordinary Shares
(Title of Class of Securities)





98742U100
(CUSIP Number)


Victor Wing Cheung Koo
Youku Tudou Inc.
7/F, Tower B, World Trade Center
No. 36 North Third Ring Road
Dongcheng District
Beijing 100029
The People's Republic of China
+86-10-5890-6803
Timothy A. Steinert, Esq.
Ali YK Investment Holding Limited
Alibaba Investment Limited
Ali YK Subsidiary Holding Limited
Yankee Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
+852-2215-5100
Xin Huang
YF Venus Ltd.
c/o Yunfeng Investment Management (HK) Limited
Suite 3206, One Exchange Square
8 Connaught Place, Central
Hong Kong
+852-2516-6363

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

With copies to:

Z. Julie Gao, Esq.
Michael V. Gisser, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
42/F, Edinburgh Tower
The Landmark, 15 Queen's Road Central
Hong Kong
+852-3740-4700
Kathryn King Sudol, Esq.
Simpson Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road, Central
Hong Kong
+852-2514-7600

This statement is filed in connection with (check the appropriate box):

o The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
o The filing of a registration statement under the Securities Act of 1933.
o A tender offer
ý None of the above

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: ý

TABLE OF CONTENTS



Page
Item 15 Additional Information 1

Item 16


Exhibits



3

INTRODUCTION

This Amendment No. 4 (this "Final Amendment") to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) Youku Tudou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), the issuer of Class A ordinary shares, par value $0.00001 per share (each, a "Class A Ordinary Share"), including the Class A Ordinary Shares represented by the American depositary shares, each representing eighteen Class A Ordinary Shares ("ADSs"), and Class B ordinary shares, par value $0.00001 per share (each, a "Class B Ordinary Share" and, the Class B Ordinary Shares collectively with the Class A Ordinary Shares, the "Ordinary Shares" and each an "Ordinary Share"), (b) Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), (c) Yankee Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Holdco"), (d) Ali YK Subsidiary Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), (e) Alibaba Investment Limited, a business company incorporated under the laws of the British Virgin Islands and a controlling shareholder of Parent ("AIL"), and (f) YF Venus Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a minority shareholder of Parent ("Yunfeng Capital"). Parent, Holdco Merger Sub, AIL and Yunfeng Capital are each referred to herein as a "member of the Buyer Group" and collectively as the "Buyer Group." This Amendment amends and restates in its entirety information set forth in the Transaction Statement.

This Transaction Statement relates to the agreement and plan of merger dated as of November 6, 2015 (the "merger agreement") by and among the Company, Parent, Merger Sub and, solely for the purposes stated therein, AIL, pursuant to which Merger Sub was merged with and into the Company with the Company continuing as the surviving company and an indirect wholly owned subsidiary of Parent (the "merger").

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Transaction Statement.

All information contained in this Amendment concerning each Filing Person has been supplied by such Filing Person.

Item 15 Additional Information

Item 15(a) is hereby amended and supplemented as follows:

On March 14, 2016, at 10:00 am (Hong Kong time), an extraordinary general meeting of the shareholders of the Company was held at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen's Road, Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Company authorized and approved the merger agreement, the plan of merger substantially in the form attached as Annex A to the merger agreement (the "plan of merger") and the transactions contemplated by the merger agreement, including the merger.

On April 5, 2016, the Company filed the plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of April 5, 2016, pursuant to which the merger became effective on April 5, 2016. As a result of the merger, the Company became indirectly wholly owned by Parent.

1

At the effective time of the merger, each Class A Ordinary Share (including Class A Ordinary Shares represented by ADSs) and each Class B Ordinary Share, in each case, issued and outstanding immediately prior to the effective time of the merger, other than (a) Class A Ordinary Shares owned by Parent, (b) Ordinary Shares owned by the Company or its subsidiaries, if any, (c) Ordinary Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Cayman Islands Companies Law, if any, and (d) Ordinary Shares reserved (but not yet allocated) by the Company, as of the time immediately prior to the effective time...


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