UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2019

 

Commission File Number: 001-38237

 

 

 

Sea Limited

 

 

 

1 Fusionopolis Place, #17-10, Galaxis

Singapore 138522

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F   x                 Form 40-F   ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ¨

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SEA LIMITED
   
  By:   /s/ Forrest Xiaodong Li
  Name:   Forrest Xiaodong Li
  Title:   Chairman and Group Chief Executive Officer

Date: July 26, 2019

 

 

 

 

EXHIBIT INDEX

 

Exhibit 10.1 – Amendment to the Amended and Restated Share Incentive Plan dated as of July 25, 2019

 

 

Exhibit 10.1

 

SEA LIMITED

 

AMENDMENT TO

THE AMENDED AND RESTATED SHARE INCENTIVE PLAN

 

The Board of Directors of Sea Limited (the “ Company ”) has approved the adoption of the following amendments to the Share Limit under the Company’s Amended and Restated Share Incentive Plan (the “ Plan ”), effective July 25, 2019:

 

(i)                                notwithstanding anything to the contrary in the Plan, effective as of the date hereof, increase the Share Limit by 3,000,000 Class A Ordinary Shares to a total number of 103,129,938 Class A Ordinary Shares; and

 

(ii)                              reduce the scheduled increase in the Share Limit to take effect on the first day of year 2020 pursuant to Section 4.2 of the Plan (the “ Scheduled 2020 Increase ”) by 3,000,000 Class A Ordinary Shares, provided that if the Scheduled 2020 Increase is less than 3,000,000, there shall be no increase in the Share Limit on the first day of year 2020.

 

Capitalized terms used but not defined herein shall have the meanings given to them in the Plan.