Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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 the disclosures provided in a prior cover page.
The information required in 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).
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1.
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Names of Reporting Persons.
Alkeon Capital Management, LLC
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2. Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ______
(b)
X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power
0
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6. Shared Voting Power
2,229,988
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
2,229,988
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9. Aggregate Amount Beneficially
Owned by Each Reporting Person
2,229,988
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent of Class Represented
by Amount in Row (9)
4.9%*
12. Type of Reporting Person (See
Instructions)
IA, OO
*See Item 2(d).
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1.
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Names of Reporting Persons.
Panayotis D. Sparaggis
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2. Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ______
(b)
X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
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6. Shared Voting Power
2,229,988
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
2,229,988
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9. Aggregate Amount Beneficially
Owned by Each Reporting Person
2,229,988
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent of Class Represented
by Amount in Row (9)
4.9%*
12. Type of Reporting Person (See
Instructions)
HC, IN
*See Item 2(d)
Item 1.
(a) Name of Issuer
Le Gaga Holdings Limited
(b) Address of Issuer's Principal
Executive Offices
Unit 1105, The Metropolis Tower, 10 Metropolis Drive, Hung Hom, Kowloon, Hong Kong
Item 2.
(a) The names of the persons filing
this statement are:
Alkeon Capital Management, LLC (“Alkeon”)
Panayotis D. Sparaggis
(collectively, the "Filers").
(b) The principal business address
of Alkeon and Mr. Sparaggis is
350 Madison Avenue, 9th Floor, New York, NY 10017
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(c)
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For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
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(d)
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This statement reports the Filers’ beneficial ownership of the Issuer’s American Depositary Shares (the "Shares"),
each of which represents 50 of the Issuer’s ordinary shares, par value $0.01 per share. The percentage beneficially owned
reported on line 11 of each Filer’s cover page represents the percentage of the ordinary shares beneficially owned.
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(e)
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The CUSIP number of the Shares is:
521168104
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Item 3. If this statement is
filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ X ] An investment adviser
in accordance with section 240.13d-1(b)(1)(ii)(E) (as to Alkeon).
(f) [ ] An employee benefit plan
or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
(g) [ X ] A parent holding company
or control person in accordance with 240.13d-1(b)(1)(ii)(G) (as to Mr. Sparaggis).
(h) [ ] A savings association
as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is
excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A non-U.S. institution
in accordance with §240.13d-1(b)(ii)(J).
(k) [ ] Group, in accordance
with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution _______________________________________________________________.
Item 4. Ownership.
See Items 5-9 and 11 of the cover page for each Filer. The Shares
reported as beneficially owned by Alkeon on its cover page include the Shares reported as beneficially owned by the other Filers.
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following [ X ].
Item 6. Ownership of More than
Five Percent on Behalf of Another Person.
Alkeon is an investment adviser whose clients have the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. No individual client's
holdings of the Shares are more than five percent of the outstanding Shares.
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.
Alkeon is the investment adviser to investment funds and other clients,
including investment limited partnerships that hold Shares and of which Alkeon’s affiliate, Alkeon Capital Advisers, LLC,
is the general partner. Mr. Sparaggis is the control person of Alkeon and Alkeon Capital Advisers, LLC. Alkeon is also the managing
member of Silverbay Capital Management LLC, the investment adviser to a registered investment company that holds Shares. Mr. Sparaggis
is the portfolio manager of that registered investment company. All of the Filers are filing this Schedule 13G jointly, but not
as members of a group, and each of them expressly disclaims membership in a group. Each Filer also disclaims beneficial ownership
of the Shares except to the extent of that person's pecuniary interest therein.
Item 9. Notice of Dissolution
of Group
Not applicable.
Item 10. Material to Be Filed as Exhibits
Agreement Regarding Joint Filing of Statement on Schedule
13D or 13G.
Item 11. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: March 22, 2013, 2013
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ALKEON CAPITAL MANAGEMENT, LLC
By: /s/ Greg D. Jakubowsky
Chief Operating Officer
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EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G and reports on Forms 3, 4 or 5 (and any
amendments or supplements thereto) required under section 13(d) or section 16(a) of the Securities Exchange Act of 1934, as amended,
in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute
and appoint Alkeon Capital Management, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact,
with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC
and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d)
and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform
every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or
could do if personally present.
Dated: January 14, 2011
ALKEON CAPITAL MANAGEMENT, LLC
By: /s/ Greg D. Jakubowsky
Chief Operating Officer
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/s/ Panayotis D. Sparaggis
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