UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b) *
YY Inc.
(Name of Issuer)
American Depositary Shares, Each Representing 20 Class A Common Shares
(Title of Class of Securities)
98426T1060
(CUSIP Number)
November 21, 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).
(Continued on the Following Pages)
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Robert S. Pitts, Jr.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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(b) [ ]
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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
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United States
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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
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0
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6.
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SHARED VOTING POWER
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29,440,000 Class A Common Shares
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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29,440,000 Class A Common Shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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29,440,000 Class A Common Shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.87%
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12.
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TYPE OF REPORTING PERSON*
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IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Steadfast Capital Management LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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(b) [ ]
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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
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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
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0
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6.
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SHARED VOTING POWER
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27,984,460 Class A Common Shares
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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27,984,460 Class A Common Shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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27,984,460 Class A Common Shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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17.94%
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12.
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TYPE OF REPORTING PERSON*
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OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Steadfast Advisors LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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(b) [ ]
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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
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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
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0
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6.
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SHARED VOTING POWER
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1,455,540 Class A Common Shares
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,455,540 Class A Common Shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,455,540 Class A Common Shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.93%
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12.
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TYPE OF REPORTING PERSON*
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OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Steadfast Capital, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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(b) [ ]
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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
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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
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0
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6.
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SHARED VOTING POWER
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1,455,540 Class A Common Shares
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,455,540 Class A Common Shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,455,540 Class A Common Shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.93%
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12.
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TYPE OF REPORTING PERSON*
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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American Steadfast, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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(b) [ ]
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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
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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
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0
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6.
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SHARED VOTING POWER
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9,279,320 Class A Common Shares
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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9,279,320 Class A Common Shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,279,320 Class A Common Shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.95%
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12.
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TYPE OF REPORTING PERSON*
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Steadfast International Master Fund Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [x]
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(b) [ ]
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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
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Cayman Islands
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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
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0
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6.
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SHARED VOTING POWER
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18,705,140 Class A Common Shares
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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18,705,140 Class A Common Shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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18,705,140 Class A Common Shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.99%
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12.
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TYPE OF REPORTING PERSON*
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OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
YY Inc. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Building 3-08, Yangcheng Creative Industry Zone
No. 309 Huangpu Avenue Middle
Tianhe District, Guangzhou 510655
People’s Republic of China
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are:
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Robert S. Pitts, Jr., a United States Citizen (“Pitts”).
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Steadfast Capital Management LP, a Delaware limited partnership (the “Investment Manager”).
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Steadfast Advisors LP, a Delaware limited partnership (the “Managing General Partner”).
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Steadfast Capital, L.P., a Delaware limited partnership (“Steadfast Capital”).
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American Steadfast, L.P., a Delaware limited partnership (“American Steadfast”).
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Steadfast International Master Fund Ltd., a Cayman Island exempted company (the “Offshore Fund”).
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Mr. Pitts is the managing member of the Investment Manager and the Managing General Partner. The Managing General Partner has the power to vote and dispose of the securities held by Steadfast Capital. The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of each of Mr. Pitts, the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is 767 Fifth Avenue, 6th Floor, New York, New York 10153.
The business address of the Offshore Fund is c/o Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, George Town, Grand Cayman KY1-1108.
ITEM 2(c). CITIZENSHIP:
Mr. Pitts is a citizen of the United States.
Each of the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is a limited partnership formed under the laws of the state of Delaware.
The Offshore Fund is an exempted company formed under the laws of the Cayman Islands.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Shares (the “Class A Shares”)
ITEM 2(e). CUSIP NUMBER:
98426T1060 (American Depositary Shares)
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[ ]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[ ]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
(i) Mr. Pitts beneficially owns 29,440,000 Class A Shares.
(ii) The Investment Manager beneficially owns 27,984,460 Class A Shares.
(iii) The Managing General Partner beneficially owns 1,455,540 Class A Shares.
(iv) Steadfast Capital owns 72,777 American Depositary Shares (each, an “ADS”) representing beneficial ownership of 1,455,540 Class A Shares.
(v) American Steadfast owns 463,966 ADSs representing beneficial ownership of 9,279,320 Class A Shares.
(vi) The Offshore Fund owns 935,257 ADSs representing beneficial ownership of 18,705,140 Class A Shares.
(vii) Collectively, the Reporting Persons beneficially own 29,440,000 Class A Shares.
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(b)
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Percent of Class:
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(i) Mr. Pitts’ beneficial ownership of 29,440,000 Class A Shares represents 18.87% of the outstanding Class A Shares.
(ii) The Investment Manager’s beneficial ownership of 27,984,460 Class A Shares represents 17.94% of the outstanding Class A Shares.
(iii) The Managing General Partner’s beneficial ownership of 1,455,540 Class A Shares represents 0.93% of the outstanding Class A Shares.
(iv) Steadfast Capital’s beneficial ownership of 1,455,540 Class A Shares represents 0.93% of the outstanding Class A Shares.
(v) American Steadfast’s beneficial ownership of 9,279,320 Class A Common Shares represents 5.95% of the outstanding Class A Shares.
(vi) The Offshore Fund’s beneficial ownership of 18,705,140 Class A Shares represents 11.99% of the outstanding Class A Shares.
(vii) Collectively, the Reporting Persons’ beneficial ownership of 29,440,000 Class A Shares represents 18.87% of the outstanding Class A Shares.
(c) Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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Not applicable.
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(ii)
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Shared power to vote or to direct the vote of shares of Class A Shares:
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Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to vote or direct the vote of the 1,455,540 Class A Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 9,279,320 Class A Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 18,705,140 Class A Shares beneficially owned by the Offshore Fund.
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(iii)
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Sole power to dispose or to direct the disposition of shares of Class A Shares:
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Not applicable.
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(iv)
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Shared power to dispose or to direct the disposition of shares of Class A Shares:
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Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to dispose or direct the disposition of the 1,455,540 Class A Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 9,279,320 Class A Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 18,705,140 Class A Shares beneficially owned by the Offshore Fund.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his 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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Dated: November 30, 2012
STEADFAST CAPITAL MANAGEMENT LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., President
STEADFAST ADVISORS LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., President
STEADFAST CAPITAL, L.P.
By: STEADFAST ADVISORS LP, as Managing General Partner
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., President
AMERICAN STEADFAST, L.P.
By: STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., President
STEADFAST INTERNATIONAL MASTER FUND LTD.
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., Director
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Shares of YY Inc. dated as of November 30, 2012, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: November 30, 2012
STEADFAST CAPITAL MANAGEMENT LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., President
STEADFAST ADVISORS LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., President
STEADFAST CAPITAL, L.P.
By: STEADFAST ADVISORS LP, as Managing General Partner
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., President
AMERICAN STEADFAST, L.P.
By: STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., President
STEADFAST INTERNATIONAL MASTER FUND LTD.
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., Director
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
EXHIBIT B
Robert S. Pitts, Jr.
Steadfast Capital Management LP
Steadfast Advisors LP
Steadfast Capital, L.P.
American Steadfast, L.P.
Steadfast International Master Fund Ltd.