Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
CHINA MEDIAEXPRESS HOLDINGS, INC.
(Name of Company)
 
Common Stock, par value $.001 per share
(Title of Class of Securities)
 
169442 100
(CUSIP Number)
 
Mitchell S. Nussbaum, Esq., Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 12, 2010 
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-(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 Section 240.13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
(Page 1 of 6 Pages)
_______________________
 
*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 purposes of Section 18 of the Securities Exchange Act of 1934 (the “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.) 
 
 
 
 
 
CUSIP No.
169442100
13D/A
Page 2 of 6
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thousand Space Holding Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
5,031,491
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
5,031,491
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,031,491
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%*
14
TYPE OF REPORTING PERSON*
CO
 
*Based on the beneficial ownership of 5,031,491 shares of Common Stock of the Reporting Person and 34,290,552 shares of total Common Stock of the Company issued and outstanding as of September 30, 2010, which figure is disclosed on the Company’s Amendment No. 1 to Form S-3 Registration Statement, filed with the Commission on October 5, 2010, the Reporting Person holds approximately 14.7% of the issued and outstanding Common Stock of the Company.

 
 
 
 
CUSIP No.
169442100
13D/A
Page 3 of 6
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OU WEN LIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
5,031,491
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
5,031,491
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,031,491
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%*
14
TYPE OF REPORTING PERSON*
IN
 
*Based on the beneficial ownership of 5,031,491 shares of Common Stock of the Reporting Person and 34,290,552 shares of total Common Stock of the Company issued and outstanding as of September 30, 2010, which figure is disclosed on the Company’s Amendment No. 1 to Form S-3 Registration Statement, filed with the Commission on October 5, 2010, the Reporting Person holds approximately 14.7% of the issued and outstanding Common Stock of the Company.
 
 
 
 
 
CUSIP No.
169442100
13D/A
Page 4 of 6
EXPLANATORY NOTE

 
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D (the “Schedule 13D”) filed by the parties with the Securities and Exchange Commission (the “Commission”) on October 28, 2009.  This Amendment is not being filed to reflect any new event, but to amend and supplement previous disclosure.  Except as specifically amended below, all other provisions of the Schedule 13D remain in effect.
 
Items 5, 6 and 7 of the Schedule 13D are hereby amended and restated in their entirety as set forth below:

Item 5.
Interest in Securities of the Company.
 
(a)               (i)           Upon the consummation of the Share Exchange, Thousand Space beneficially owned 6,095,085 shares of Common Stock, representing 25.5% of the issued and outstanding Common Stock.  As of the date hereof, Thousand Space beneficially owned 5,031,491 shares of Common Stock, representing approximately14.7% of the issued and outstanding Common Stock.
 
(ii)           Mr. Lin, as the sole member of Thousand Space may be deemed to be the beneficiary owner having power to direct the voting and disposition of the Common Stock held or controlled by Thousand Space.
 
(b)               (i)           As of the date hereof, Thousand Space beneficially owns 5,031,491  shares of Common Stock of the Company in which it has the sole power to vote or direct to vote, and the sole power to dispose of or direct the disposition of, representing in the aggregate approximately 14.7% of the total issued and outstanding shares of Common Stock.
 
(ii)           Although Mr. Lin directly owns none of the Common Stock, he may be deemed the beneficial owner of the 5,031,491 shares of Common Stock as sole member of Thousand Space pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”).
  
(c)               The transaction dates, number of shares of Common Stock purchased or sold and the average price per share for all transactions by the Reporting Persons in the Common Stock, within the last 60 days, which were all in a private transaction, are set forth below:

Name of Reporting
Person
  
Date
  
Number of Shares
Purchased/(Sold)
    
Average Price per Share
  
Thousand Space
  
October 12, 2010
     (1,000,000 )   $ 9.00  
; 
(d)               To the best knowledge of the Reporting Persons, no other person has the right to receive, or the power to direct the receipt of dividends from or the proceeds from the sale of the 5,031,491 shares of Common Stock reported in Item 5(b).
 
(e)               Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
 
In connection with the Transaction, Thousand Space entered into a lock up agreement, dated October 15, 2009 (the “Lock-up Agreements”), with the Company, whereby the Thousand Space agreed, among others, that it would not sell or otherwise transfer any of the shares of TM Common Stock received in the business combination, subject to certain exceptions, for a period of six months from the closing date of the business combination or, with respect to the earn-out shares, from the date of issuance of such shares, for those shares beneficially owned by Thousand Space.
 
 
CUSIP No.
169442100
13D/A
Page 5 of 6
 
At the consummation of the Share Exchange, Messrs. Theodore S. Green and Malcolm Bird entered into a Voting Agreement with the Sellers including Thousand Space. The Voting Agreement provides, among other things, that, until March 31, 2012 (or March 31, 2013 if the shares subject to the earn-out provision have not been issued prior to such date) at any meeting called or action taken for the purpose of electing directors to the TM board of directors, each Seller including Thousand Space agrees to vote for two directors nominated by Mr. Green and Mr. Bird on behalf of the TM stockholders.
 
On October 12, 2010, Thousand Space entered into a Share Sale Agreement (the “Share Sale Agreement”) with Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (the “Starr”), pursuant to which Thousand Space sold to Starr 1,000,000 shares of Common Stock of the Company for an aggregate purchase price of $9.0 million (the “Share Sale Transaction”).

 
The foregoing description of the Lock-up Agreement and Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-up Agreement and the Voting Agreement attached as Annexes B and C, to the Company’s Definitive Proxy filed with the SEC on October 5, 2009 and is incorporated herein by reference.
 
Except as disclosed herein and in the Definitive Proxy filed by the Company on October 5, 2009, the Lock-up Agreement, the Voting Agreement and the Share Sale Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 
Item 7.
Materials to be Filed as Exhibits.
 
 
2.1
Share Exchange Agreement, dated May 1, 2009 (1)
 
 
2.2
Amendment No. 1 to Share Exchange Agreement, dated September 30, 2009 (1)
 
 
10.1
Form of Lock-Up Agreement (1)
 
 
10.2
Form of Voting Agreement (1)
     
 
10.3
Share Sale Agreement (2)
__________________
(1) Incorporated by reference to the Definitive Proxy filed by the Company on October 5, 2009.
 
(2) Filed herewith.
 
 
 
 
 
CUSIP No.
169442100
13D/A
Page 6 of 6
  
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
 
Dated:   October 26, 2010
 
 
THOUSAND SPACE HOLDING
LIMITED
  
       
 
By:
/s/ Ou Wen Lin
  
   
Name: Ou Wen Lin
  
   
Title: Sole Director
  
       
   
/s/ Ou Wen Lin
  
   
Ou Wen Lin