UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
 
 
Soufun Holdings Limited
(Name of Issuer)
 
 
Class A ordinary shares, par value HK$1.00 per share
(Title of Class of Securities)
 
 
836034108**
(CUSIP Number)
 
James C. Lin
Davis Polk & Wardwell
Hong Kong Club Building
3A Chater Road
Hong Kong
+852 2533 3368
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
May 29, 2014
(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-l(f) or 240.13d-l(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 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.
 
**This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share. No CUSIP has been assigned to the Class A Ordinary Shares.
 
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).

 
 
 

 
1.
NAME OF REPORTING PERSON
 
Hunt 7-A Guernsey L.P. Inc
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
3,793,540
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
3,793,540
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,793,540
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6% (1)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
(1) Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
 
1.
NAME OF REPORTING PERSON
 
Apax Europe VII-A L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
 
3,793,540
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
3,793,540
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,793,540
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6% (2)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(2)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.

 
 
 

1.
NAME OF REPORTING PERSON
 
Hunt 7-B Guernsey L.P. Inc
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
 
7,143,545
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
7,143,545
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,143,545
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.4% (3)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(3)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
 
1.
NAME OF REPORTING PERSON
 
Apax Europe VII-1 L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
7,143,545
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
7,143,545
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,143,545
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.4% (4)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(4)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Apax Europe VII-B L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
7,143,545
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
7,143,545
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,143,545
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.4% (5)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(5)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Apax Europe VI-1 L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
7,143,545
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
7,143,545
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,143,545
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.4% (6)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(6)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Hunt 7-A GP Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
10,937,085
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
10,937,085
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,937,085
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.0% (7)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(7)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Hunt 6-A Guernsey L.P. Inc
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
4,200,439
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
4,200,439
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,200,439
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.3% (8)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(8)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Hunt 6-A GP Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
4,200,439
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
4,200,439
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,200,439
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.3% (9)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(9)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Apax Europe VI-A, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
4,200,439
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
4,200,439
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,200,439
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.3% (10)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
PN

(10)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Apax Europe VI GP L.P. Inc
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
11,343,984
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
11,343,984
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,343,984
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.7% (11)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(11)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Apax Europe VI GP Co. Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
11,343,984
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
11,343,984
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,343,984
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.7% (12)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(12)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Apax Europe VII GP L.P. Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
10,937,085
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
10,937,085
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,937,085
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.0% (13)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(13)       Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 

 
1.
NAME OF REPORTING PERSON
 
Apax Europe VII GP Co. Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a) o
(b) x
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
10,937,085
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
10,937,085
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,937,085
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.0% (14)
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO

(14)        Based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
 
 
 
 
This Amendment No. 5 (this “Amendment No. 5”) amends that certain Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2010 (the “Original 13D”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on September 19, 2012 ( “Amendment No. 1”), Amendment No. 2 to the Original 13D filed with the SEC on November 29, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original 13D filed with the SEC on December 6, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original 13D filed with the SEC on January 9, 2014 (“Amendment No. 4”, and together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”) relating to the Class A Ordinary Shares, HK$1.00 par value per share of SouFun Holdings Limited (the “Issuer”), a Cayman Islands exempted company with limited liability.  The Issuer’s American Depositary Shares, evidenced by American Depositary Receipts, five American Depositary Shares representing one Class A Ordinary Share, are listed on the New York Stock Exchange under the symbol “SFUN.”
 
This Amendment No. 5 is being filed to report the entry into a plan intended to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 
Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used therein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
 
Item 2. Identity and Background
 
The first sentence of the second paragraph of Item 2 is hereby amended and restated as follows:
 
Each of Apax 7-A, Apax 7-B and Apax 6-A is a Guernsey limited partnership and as of the date hereof, owns 3,793,540, 7,143,545  and 4,200,439  Class A Ordinary Shares, respectively.
 
Item 4.  Purpose of Transaction
 
Item 4 is hereby amended and supplemented by adding the following at the end thereof:
 
On May 29, 2014, Hunt 7-A Guernsey L.P. Inc., Hunt 7-8 Guernsey L.P. Inc. and Hunt 6-A Guernsey L.P. Inc. (the “Plan Participants”) entered into a Rule 10b5-1 plan (the “Rule 10b5-1 Plan”) with Credit Suisse Securities (USA) LLC  (“Credit Suisse”) pursuant to which Credit Suisse was appointed by the Plan Participants to sell on behalf of the Plan Participants, American Depositary Shares (“ADSs”) of the Issuer, evidenced by American Depositary Receipts, with five ADSs representing one Class A Ordinary Share of the Issuer.  All transactions are to be made in accordance with the terms and conditions of the Rule 10b5-1 Plan, and the Plan Participants will not take any action that would result in any sales of ADSs by Credit Suisse under the Rule 10b5-1 Plan to fail to be in accordance with Rule 10b5-1 of the Exchange Act.
 
Item 5.  Interest in Securities of the Issuer
 
Items 5(a), (b) and (c) are hereby amended and restated as follows:
 
(a) and (b)
 
The information set forth in the cover pages of this Amendment No. 5 is incorporated herein by reference.
 
All ownership percentages set forth in this Item 5 are based on 57,568,424 Class A Ordinary Shares outstanding as of March 31, 2014, as disclosed on Form 6-K filed by the Issuer on May 30, 2014.
 
Apax 7-A may be deemed to beneficially own 3,793,540 Class A Ordinary Shares, which amount constitutes 6.6% of the outstanding Class A Ordinary Shares.  Apax Europe VII-A, L.P., as a result of the
 
 
 
 
 
relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.
 
Apax 7-B may be deemed to beneficially own 7,143,545 Class A Ordinary Shares, which amount constitutes 12.4% of the outstanding Class A Ordinary Shares.  Each of Apax Europe VII-1, L.P., Apax Europe VII-B, L.P. and Apax Europe VI-1, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.

Hunt 7-A GP Limited, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 10,937,085 Class A Ordinary Shares with Apax 7-A and Apax 7-B, which amount constitutes 19.0% of the outstanding Class A Ordinary Shares.
 
Apax 6-A may be deemed to beneficially own 4,200,439 Class A Ordinary Shares, which amount constitutes 7.3% of the outstanding Class A Ordinary Shares.  Each of Hunt 6-A GP Limited and Apax Europe VI-A, L.P., as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of such Class A Ordinary Shares.
 
Each of the Apax Europe VII Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 10,937,085 Class A Ordinary Shares with the Apax Europe VII Funds, which amount constitutes 19.0% of the outstanding Class A Ordinary Shares.
 
Each of the Apax Europe VI Funds GPs, as a result of the relationships described in Item 2, may be deemed to have or share beneficial ownership of 11,343,984 Class A Ordinary Shares with the Apax Europe VI Funds, which amount constitutes 19.7% of the outstanding Class A Ordinary Shares.
 
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of such persons, other than Apax 7-A, Apax 7-B or Apax 6-A that it is the beneficial owner of any of the Class A Ordinary Shares referred to herein for purposes of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed.
 
(c) On June 4, 2014, Apax 7-A acquired 13,282 Class A Ordinary Shares through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $56.13 per share.

On June 4, 2014, Apax 7-B acquired 25,011 Class A Ordinary Shares through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $56.13 per share.

On June 4, 2014, Apax 6-A acquired 14,707 Class A Ordinary Shares through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $56.13 per share.

On June 5, 2014, Apax 7-A acquired 45,109 Class A Ordinary Shares through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $55.54 per share.

On June 5, 2014, Apax 7-B acquired 84,944 Class A Ordinary Shares through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $55.54 per share.

On June 5, 2014, Apax 6-A acquired 49,947 Class A Ordinary Shares through its broker Credit Suisse Securities (USA) LLC in an open market transaction for $55.54 per share.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 is hereby amended and supplemented by adding the following at the end thereof:
 
See Item 4 of this Amendment No. 1 for a description of the Rule 10b5-1 Plan, which is incorporated herein by reference.
 
 
 
 
 
Item 7.  Material to be Filed as Exhibits
 
Item 7 is hereby amended and supplemented by adding the following exhibit:
 
Exhibit 8:
Rule 10b5-1 Plan by and among Hunt 7-A Guernsey L.P. Inc., Hunt 7-8Guernsey L.P. Inc., Hunt 6-A Guernsey L.P. Inc. and Credit Suisse Securities (USA)LLC. dated May 29, 2014*
 
 
*
Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission, and confidential treatment has been requested with respect to such omitted portions.
 
 
 
 
 
SIGNATURES
 
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.
 
Date: June 6, 2014
 
 
 
HUNT 7-A GUERNSEY L.P. INC
  
         
         
  By: /s/  Gordon Purvis  
   
Name:
 Gordon Purvis  
    Title: Director of General Partner  
         
         
         
 
HUNT 7-B GUERNSEY L.P. INC
  
         
         
  By: /s/ Gordon Purvis  
   
Name:
 Gordon Purvis  
    Title: Director of General Partner  
         
         
         
         
 
HUNT 7-A GP LIMITED
  
         
         
  By: /s/ Gordon Purvis   
   
Name:
 Gordon Purvis  
    Title: Director  
         
         
         
 
HUNT 6-A GUERNSEY L.P. INC
  
         
         
  By: /s/ Gordon Purvis  
   
Name:
 Gordon Purvis  
    Title: Director of General Partner  
 
 
 
 
 
 
 
HUNT 6-A GP LIMITED
  
         
         
  By: /s/ Gordon Purvis   
   
Name:
  Gordon Purvis  
    Title: Director  
 
 
 
 
BY APAX EUROPE VI GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VI GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
  
         
 
APAX EUROPE VI-A, L.P.
  
         
         
  By: /s/ Gordon Purvis  
   
Name:
 Gordon Purvis  
    Title: Director  
         
         
         
 
BY APAX EUROPE VI GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VI GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
  
         
 
APAX EUROPE VI-1, L.P.
  
         
         
  By: /s/ Gordon Purvis   
    Name: Gordon Purvis  
    Title: Director  
         
         
         
 
BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
  
         
 
APAX EUROPE VII-A, L.P.
  
         
         
  By: /s/ Gordon Purvis   
    Name: Gordon Purvis  
    Title: Director  
 
 
 
 
 
 
 
BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
  
         
 
APAX EUROPE VII-B, L.P.
  
         
         
  By: /s/ Gordon Purvis   
   
Name:
 Gordon Purvis  
   
Title:
 Director  
         
         
         
 
BY APAX EUROPE VII GP CO. LIMITED ACTING ON BEHALF OF APAX EUROPE VII GP L.P. INC., ITS GENERAL PARTNER ACTING ON BEHALF OF
  
         
 
APAX EUROPE VII-1, L.P.
  
         
         
  By: /s/ Gordon Purvis   
   
Name:
 Gordon Purvis  
    Title: Director  
         
         
         
 
APAX EUROPE VI GP L.P. INC.
  
         
         
 
By: 
Apax Europe VI GP Co. Limited, its general partner  
         
         
  By: /s/ Gordon Purvis   
   
Name:
 Gordon Purvis  
   
Title:
 Director  
         
         
         
 
APAX EUROPE VI GP CO. LIMITED
  
         
         
  By: /s/ Gordon Purvis   
   
Name:
 Gordon Purvis  
   
Title:
 Director  
 
 
 
 
 
 
 
APAX EUROPE VII GP L.P. INC.
  
         
         
 
By: 
Apax Europe VII GP Co. Limited, its general partner  
         
         
  By: /s/ Gordon Purvis    
   
Name:
 Gordon Purvis  
    Title: Director  
         
         
         
 
APAX EUROPE VII GP CO. LIMITED
  
         
         
  By: /s/ Gordon Purvis    
   
Name:
 Gordon Purvis  
   
Title:
 Director