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p11-1781sc13g.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G*
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 
Netease.com, Inc.
(Name of Issuer)
 
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
 
64110W102**
(CUSIP Number)
 
October 26, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
 Rule 13d-1(b)
x
 Rule 13d-1(c)
¨
 Rule 13d-1(d)
 
(Page 1 of 18 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 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).
 
** There is no CUSIP number assigned to the Ordinary Shares of the Issuer (as defined below).  CUSIP number 64110W102 has been assigned to the American Depository Shares ("ADS") of the Issuer, which are quoted on The NASDAQ Global Select Market under the symbol "NTES."  Each ADS represents 25 Ordinary Shares.
 

 
 

 
CUSIP No.  64110W102
 
13G
Page 2 of 18 Pages



1
NAMES OF REPORTING PERSONS
Lone Spruce, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
1,291,875 Ordinary Shares based on direct ownership
of 51,675 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
1,291,875 Ordinary Shares based on direct ownership
of 51,675 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,291,875 Ordinary Shares based on direct ownership
of 51,675 American depositary shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.04%
 
12
TYPE OF REPORTING PERSON
PN
 

 

 
 

 
CUSIP No.  64110W102
 
13G
Page 3 of 18 Pages



1
NAMES OF REPORTING PERSONS
Lone Balsam, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
2,832,775 Ordinary Shares based on direct ownership
of 113,311 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
2,832,775 Ordinary Shares based on direct ownership
of 113,311 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,832,775 Ordinary Shares based on direct ownership
of 113,311 American depositary shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.1%
 
12
TYPE OF REPORTING PERSON
PN
 

 
 

 
 

 
CUSIP No.  64110W102
 
13G
Page 4 of 18 Pages



1
NAMES OF REPORTING PERSONS
Lone Sequoia, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
2,366,800 Ordinary Shares based on direct ownership
of 94,672 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
2,366,800 Ordinary Shares based on direct ownership
of 94,672 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,366,800 Ordinary Shares based on direct ownership
of 94,672 American depositary shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.1%
 
12
TYPE OF REPORTING PERSON
PN
 

 

 
 

 
CUSIP No.  64110W102
 
13G
Page 5 of 18 Pages



1
NAMES OF REPORTING PERSONS
Lone Cascade, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
73,120,025 Ordinary Shares based on direct ownership
of 2,924,801 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
73,120,025 Ordinary Shares based on direct ownership
of 2,924,801 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
73,120,025 Ordinary Shares based on direct ownership
of 2,924,801 American depositary shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.2%
 
12
TYPE OF REPORTING PERSON
PN
 

 

 
 

 
CUSIP No.  64110W102
 
13G
Page 6 of 18 Pages



1
NAMES OF REPORTING PERSONS
Lone Sierra, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
3,445,900 Ordinary Shares based on direct ownership
of 137,836 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
3,445,900 Ordinary Shares based on direct ownership
of 137,836 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,445,900 Ordinary Shares based on direct ownership
of 137,836 American depositary shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.1%
 
12
TYPE OF REPORTING PERSON
PN
 

 

 
 

 
CUSIP No.  64110W102
 
13G
Page 7 of  18 Pages



1
NAMES OF REPORTING PERSONS
Lone Dragon Pine, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
28,143,275 Ordinary Shares based on direct ownership
of 1,125,731 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
28,143,275 Ordinary Shares based on direct ownership
of 1,125,731 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
28,143,275 Ordinary Shares based on direct ownership
of 1,125,731 American depositary shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.9%
 
12
TYPE OF REPORTING PERSON
PN
 

 

 
 

 
CUSIP No.  64110W102
 
13G
Page 8 of  18 Pages


1
NAMES OF REPORTING PERSONS
Lone Pine Associates LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
6,491,450 Ordinary Shares based on direct ownership
of 259,658 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
6,491,450 Ordinary Shares based on direct ownership
of 259,658 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,491,450 Ordinary Shares based on direct ownership
of 259,658 American depositary shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.2%
 
12
TYPE OF REPORTING PERSON
OO
 

 

 
 

 
CUSIP No.  64110W102
 
13G
Page 9 of 18 Pages



1
NAMES OF REPORTING PERSONS
Lone Pine Members LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
104,709,200 Ordinary Shares based on direct ownership
of 4,188,368 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
104,709,200 Ordinary Shares based on direct ownership
of 4,188,368 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
104,709,200 Ordinary Shares based on direct ownership
of 4,188,368 American depositary shares
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.2%
 
12
TYPE OF REPORTING PERSON
OO
 

 

 
 

 
CUSIP No.  64110W102
 
13G
Page 10 of 18 Pages



1
NAMES OF REPORTING PERSONS
Lone Pine Capital LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
66,127,350 Ordinary Shares based on direct ownership
of 2,645,094 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
66,127,350 Ordinary Shares based on direct ownership
of 2,645,094 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
66,127,350 Ordinary Shares based on direct ownership
of 2,645,094 American depositary shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.0%
 
12
TYPE OF REPORTING PERSON
IA
 

 

 
 

 
CUSIP No.  64110W102
 
13G
Page 11 of 18 Pages



1
NAMES OF REPORTING PERSONS
Stephen F. Mandel, Jr.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
 
6
SHARED VOTING POWER
177,328,000 Ordinary Shares based on direct ownership
of 7,093,120 American depositary shares
 
7
SOLE DISPOSITIVE POWER
-0-
 
8
SHARED DISPOSITIVE POWER
177,328,000 Ordinary Shares based on direct ownership
of 7,093,120 American depositary shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
177,328,000 Ordinary Shares based on direct ownership
of 7,093,120 American depositary shares
 
10
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.5%
 
12
TYPE OF REPORTING PERSON
IN
 

 
 

 
CUSIP No.  64110W102
 
13G
Page 12 of 18 Pages

 
Item 1 (a).
NAME OF ISSUER.
   
 
Netease.com, Inc. (the "Issuer").

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
26/F, SP Tower D, Tsinghua Science Park Building 8
No. 1 Zhongguancun East Road, Haidian District
Beijing 100084, People’s Republic of China

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Lone Spruce, L.P., a Delaware limited partnership ("Lone Spruce"), with respect to the American depositary shares (defined in Item 4 A.(a) below) directly owned by it;
   
 
(ii)
Lone Balsam, L.P., a Delaware limited partnership ("Lone Balsam"), with respect to the American depositary shares directly owned by it;
   
 
(iii)
Lone Sequoia, L.P., a Delaware limited partnership ("Lone Sequoia"), with respect to the American depositary shares directly owned by it;
   
 
(iv)
Lone Cascade, L.P., a Delaware limited partnership ("Lone Cascade"), with respect to the American depositary shares directly owned by it;
   
 
(v)
Lone Sierra, L.P., a Delaware limited partnership ("Lone Sierra"), with respect to the American depositary shares directly owned by it;
   
  (vi)     Lone Dragon Pine, L.P., a Delaware limited partnership ("Lone Dragon Pine"), with respect to the American depositary shares directly owned by it;
     
 
 
 
(vii)
Lone Pine Associates LLC, a Delaware limited liability company ("Lone Pine Associates"), which serves as general partner to Lone Spruce, Lone Balsam and Lone Sequoia, with respect to the American depositary shares directly owned by Lone Spruce, Lone Balsam and Lone Sequoia;
   
 
(viii)
Lone Pine Members LLC, a Delaware limited liability company ("Lone Pine Members"), which serves as general partner to Lone Cascade, Lone Sierra and Lone Dragon Pine, with respect to the American depositary shares directly owned by Lone Cascade, Lone Sierra and Lone Dragon Pine;
 
 
 

 
CUSIP No.  64110W102
 
13G
Page 13 of 18 Pages

 
 
(ix)
Lone Pine Capital LLC, a Delaware limited liability company ("Lone Pine Capital"), which serves as investment manager to Lone Cypress, Ltd. ("Lone Cypress"), Lone Kauri, Ltd. ("Lone Kauri"),  Lone Monterey Master Fund, Ltd. ("Lone Monterey Master Fund") and Lone Himalayan Pine Master Fund, Ltd. ("Lone Himalayan Pine Master Fund"), each a Cayman Islands exempted company, with respect to the American depositary shares directly owned by Lone Cypress, Lone Kauri, Lone Monterey Master Fund and Lone Himalayan Pine Master Fund; and
     
   (x) Stephen F. Mandel, Jr. (“Mr. Mandel”), with respect to the American depositary shares directly owned by each of Lone Spruce, Lone Balsam, Lone Sequoia, Lone Cascade, Lone Sierra, Lone Dragon Pine, Lone Cypress, Lone Kauri, Lone Monterey Master Fund and Lone Himalayan Pine Master Fund.
 
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, Connecticut 06830.

Item 2(c).
CITIZENSHIP:

 
Lone Spruce, Lone Balsam, Lone Sequoia, Lone Cascade, Lone Sierra, and Lone Dragon Pine are limited partnerships organized under the laws of the State of Delaware.  Lone Pine Associates, Lone Pine Members and Lone Pine Capital are limited liability companies organized under the laws of the State of Delaware.  Mr. Mandel is a United States citizen.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”)

Item 2(e).
CUSIP NUMBER:
   
 
64110W102**

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act,
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,
 
(e)
¨
Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
 
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
 
(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
(i)
¨
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
  (j) 
¨
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), 
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
If this statement is filed pursuant to Rule 13d-1(c), check this box:  x
   
** There is no CUSIP number assigned to the Ordinary Shares of the Issuer.  CUSIP number 64110W102 has been assigned to the American Depository Shares ("ADS") of the Issuer, which are quoted on The NASDAQ Global Select Market under the symbol "NTES."  Each ADS represents 25 Ordinary Shares.
 
 
 

 
CUSIP No.  64110W102
 
13G
Page 14 of 18 Pages

 
Item 4.
OWNERSHIP.
 
 
A.
Lone Spruce, L.P.
     
(a)
Amount beneficially owned:  1,291,875. The amounts used herein are Ordinary Shares beneficially owned based on direct ownership of American depositary shares of the issuer (“American depositary shares”).  Each American depositary share represents twenty-five Ordinary Shares.
     
(b)
Percent of class:  0.04%  The percentages used herein and in the rest of Item 4 are calculated based upon the Issuer’s Form 20-F for the fiscal year ended December 31, 2010 filed on June 22, 2011 which states that as of December 31, 2010 there were 3,252,363,606 Ordinary Shares issued and outstanding.
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  1,291,875
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  1,291,875
 
 
B.
Lone Balsam, L.P.
     
(a)
Amount beneficially owned:  2,832,775
     
(b)
Percent of class:  0.1%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  2,832,775
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  2,832,775

 
C.
Lone Sequoia, L.P.
     
(a)
Amount beneficially owned:  2,366,800
     
(b)
Percent of class:  0.1%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  2,366,800
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  2,366,800

 
D.
Lone Cascade, L.P.
     
(a)
Amount beneficially owned:  73,120,025
     
(b)
Percent of class:  2.2%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  73,120,025
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  73,120,025
 
 
E.
Lone Sierra, L.P.
     
(a)
Amount beneficially owned:  3,445,900
     
(b)
Percent of class:  0.1%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  3,445,900
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  3,445,900

 
F.
Lone Dragon Pine, L.P.
     
(a)
Amount beneficially owned:  28,143,275
     
(b)
Percent of class:  0.9%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  28,143,275
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  28,143,275
 
 
 

 
CUSIP No.  64110W102
 
13G
Page 15 of 18 Pages

 
 
G.
Lone Pine Associates LLC
     
(a)
Amount beneficially owned:  6,491,450
     
(b)
Percent of class:  0.2%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  6,491,450
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  6,491,450
 
 
H.
Lone Pine Members LLC
     
(a)
Amount beneficially owned:  104,709,200
     
(b)
Percent of class: 3.2%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  104,709,200
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  104,709,200
 
 
I.
Lone Pine Capital LLC
     
(a)
Amount beneficially owned:  66,127,350
     
(b)
Percent of class:  2.0%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  66,127,350
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  66,127,350
 
 
J.
Stephen F. Mandel, Jr.
     
(a)
Amount beneficially owned:  177,328,000
     
(b)
Percent of class:  5.5%
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  177,328,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  177,328,000
 
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.
 
Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Lone Pine Associates, the general partner of Lone Spruce, Lone Sequoia and Lone Balsam has the power to direct the affairs of Lone Spruce, Lone Sequoia and Lone Balsam, including decisions respecting the disposition of the proceeds from the sale of shares.  Lone Pine Members, the general partner of Lone Cascade, Lone Sierra and Lone Dragon Pine, has the power to direct the affairs of Lone Cascade, Lone Sierra and Lone Dragon Pine, including decisions respecting the disposition of the proceeds from the sale of shares.  Lone Pine Capital, the investment manager of Lone Cypress, Lone Kauri, Lone Monterey Master Fund and Lone Himalayan Pine Master Fund, has the power to direct the receipt of dividends from or the proceeds of the sale of shares held by Lone Cypress, Lone Kauri, Lone Monterey Master Fund and Lone Himalayan Pine Master Fund.  Mr. Mandel is the Managing Member of each of Lone Pine Associates, Lone Pine Members and Lone Pine Capital and in that capacity directs their operations.
 
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.
   
 
Not applicable.
 
 
 

 
CUSIP No.  64110W102
 
13G
Page 16 of 18 Pages



Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below I certify that, to the best of my 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.
 
 
 

 
CUSIP No.  64110W102
 
13G
Page 17 of 18 Pages



 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
DATED:  November 7, 2011

 
/s/ Stephen F. Mandel, Jr.
 
Stephen F. Mandel, Jr., individually and (a) as Managing Member of Lone Pine Associates LLC, for itself and as the general partner of (i) Lone Spruce, L.P., (ii) Lone Balsam, L.P. and (iii) Lone Sequoia, L.P.;
 
(b) as Managing Member of Lone Pine Members LLC, for itself and as the general partner of (i) Lone Cascade, L.P., (ii) Lone Sierra, L.P. and (iii) Lone Dragon Pine, L.P.; and
 
(c) as Managing Member of Lone Pine Capital LLC
   
   
   
   
   
   
   
   
   
   


 
 

 
CUSIP No.  64110W102
 
13G
Page 18 of 18 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledges and agrees that the foregoing statement on Schedule 13G, is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledges that he shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:  November 7, 2011

 
/s/ Stephen F. Mandel, Jr.
 
Stephen F. Mandel, Jr., individually and (a) as Managing Member of Lone Pine Associates LLC, for itself and as the general partner of (i) Lone Spruce, L.P., (ii) Lone Balsam, L.P. and (iii) Lone Sequoia, L.P.;
 
(b) as Managing Member of Lone Pine Members LLC, for itself and as the general partner of (i) Lone Cascade, L.P., (ii) Lone Sierra, L.P. and (iii) Lone Dragon Pine, L.P.; and
 
(c) as Managing Member of Lone Pine Capital LLC