Melco International Development SC 13G/ASTUDIO CITY INTERNATIONAL / Melco International Development ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No.1)

Studio City International Holdings Limited

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

86389T106

(CUSIP Number)

December 31, 2020

(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)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

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).

ITEM 1. (a) Name of Issuer:

Studio City International Holdings Limited (the “Issuer”)

36/F, The Centrium,

60 Wyndham Street,

Hong Kong

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

MCO Cotai Investments Limited (“MCO Cotai” and formerly known as MCE Cotai Investments Limited)

MCO Holdings Limited (“MCO Holdings”)

Melco Resorts & Entertainment Limited (“Melco Resorts”)

Melco Leisure and Entertainment Group Limited (“Melco Leisure”)

Melco International Development Limited (“Melco International”)

Ho, Lawrence Yau Lung (“Mr. Ho”)

The address or principal business office of each of the Reporting Persons is as follows:

For MCO Cotai: Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands

For MCO Holdings: Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands

For Melco Resorts: 36th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong

For Melco Leisure: c/o 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong

For Mr. Ho and Melco International: 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.

MCO Cotai, MCO Holdings and Melco Resorts are each organized under the laws of the Cayman Islands. Melco Leisure is organized under the laws of the British Virgin Islands. Melco International is a Hong Kong-listed company. Mr. Ho is a citizen of Canada.

Class A Ordinary Shares (the “SC Class A Shares”)

86389T106

Not applicable.

ITEM 4. Ownership

Ownership (a-c)

The following sets forth, as of December 31, 2020, the aggregate number and percentage of SC Class A Shares beneficially owned by the Reporting Persons, as well as the number of SC Class A Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of December 31, 2020, based on 370,352,700 SC Class A Shares outstanding as of such date.

MCO Cotai is the holder of 180,953,128 SC Class A Shares and 15,330,000 ADSs representing 61,320,000 SC Class A Shares. Melco International is the holder of 747,288 SC Class A Shares, among which include 118 ADSs (representing 472 SC Class A Shares) held by an agent on its behalf. MCO Cotai acquired 72,185,488 SC Class A Shares pursuant to subscription agreements it entered into with Studio City International Holdings Limited (“Studio City”) in connection with the series of private offers of SC Class A Shares as announced by Studio City in August 2020.

Mr. Ho is the majority shareholder of Melco International, which is the sole shareholder of Melco Leisure, which is the majority shareholder of Melco Resorts, a publicly-traded company whose American Depositary Shares are listed on the Nasdaq Global Select Market. Melco Resorts is the sole shareholder of MCO Holdings, which is the sole shareholder of MCO Cotai. Therefore, each of the foregoing entities and individuals may be deemed to share voting and investment power over the SC Class A Shares and ADSs held of record by MCO Cotai and Melco International.

ITEM 5. Ownership of Five Percent or Less of a Class

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

Date: February 11, 2021

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