Edgar Filing: SOHU COM INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PHOTON GROUP LTD

2. Issuer Name and Ticker or Trading Symbol
SOHU COM INC [SOHU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

LEVEL 12, SOHU.COM INTERNET PLAZA, NO. 1 UNIT ZHONGGUANCUN EAST ROAD

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2011

(Street)

BEIJING, F4 100084

4. If Amendment, Date Original Filed(Month/Day/Year)
05/11/2011

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/09/2011		J/K⁽¹⁾		1,008,746	D	$ 0 ⁽¹⁾	7,028,254 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PHOTON GROUP LTD LEVEL 12, SOHU.COM INTERNET PLAZA NO. 1 UNIT ZHONGGUANCUN EAST ROAD BEIJING, F4 100084		X

Signatures

/s/ Charles Zhang		07/08/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 7, 2008, the Reporting Person pledged 1,300,000 shares of the common stock of the issuer to Credit Suisse pursuant to a variable pre-paid forward contract maturing May 9, 2011, and reported that pledge as a disposition. In settlement of the contract, on May 9, 2011, 1,008,746 shares of the common stock were released to Credit Suisse and 291,254 shares were returned to the Reporting Person. In accordance with the contract, the price used to determine the number of shares to be returned to the Reporting Person and the number of shares to be released to Credit Suisse upon settlement is $99.7150, which is the average market price of the volume weighted average prices for the ten days preceding the maturity date of the contract. On May 11, 2011, the Reporting Person filed a report on Form 4 (the "Original Form 4") to report such settlement as a disposition.
(2)	The Original Form 4 inadvertently omitted 1,300,000 shares of common stock that were beneficially owned by the Reporting Person after settlement of the contract. The Reporting Person has filed this amendment to the Original Form 4 to report the correct number of 7,028,254 shares beneficially owned by the Reporting Person after such settlement, which includes the 1,300,000 shares inadvertently omitted from the Original Form 4.

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