凤凰新媒体美国纽交所IPO上市文件.docx

As filed with the Securities and Exchange Commission on April?21,?2011Registration No.?333-????????????SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form?F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933Phoenix New?Media Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands(State or other jurisdiction ofincorporation or organization)?7389(Primary Standard IndustrialClassification Code Number)?Not Applicable(I.R.S. EmployerIdentification Number)Fusheng Building Tower 2, 16th?Floor4?Hui Xin Dong Jie, Chaoyang DistrictBeijing 100029Peoples Republic of China(86) 10 8445 8000(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)Law Debenture Corporate Services?Inc.400 Madison Avenue, 4th?FloorNew York, New York 10017(212) 750-6474(Name, address, including zip code, and telephone number, including area code, of agent for?service)Copies to:Chris K.H. Lin, Esq.Simpson Thacher? Bartlett?LLP35th?Floor, ICBC Tower3?Garden Road, CentralHong Kong(852)?2514-7600?Z. Julie Gao, Esq.Skadden, Arps, Slate, Meagher? Flom?LLPc/o 42nd?Floor, Edinburgh Tower, The?Landmark15?Queens Road CentralHong Kong(852)?3740-4700??????????Approximate date of commencement of proposed sale to the public:?as soon as practicable after the effective date of this registration statement.??????????If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule?415 under the Securities Act of 1933, check the following box.?????????????If this Form is filed to register additional securities for an offering pursuant to Rule?462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.?????????????????????????????????If this Form is a post-effective amendment filed pu