UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

August 2015

Commission File Number: 001-35158

PHOENIX NEW MEDIA LIMITED

Sinolight Plaza, Floor 16

No. 4 Qiyang Road

Wangjing, Chaoyang District, Beijing, 100102

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F      x      Form 40-F      o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o                                        No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

TABLE OF CONTENTS

Exhibit 99.1 — Press release: Phoenix New Media Reports Second Quarter 2015 Unaudited Financial Results

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 99.1

Phoenix New Media Reports Second Quarter 2015 Unaudited Financial Results

2Q15 Mobile Advertising Revenues Up 124.2% YOY

Live Conference Call to be Held at 9:00 PM U.S. Eastern Time on August 11

BEIJING, China, August 12, 2015 — Phoenix New Media Limited (NYSE: FENG), a leading new media company in China (“Phoenix New Media”, “ifeng” or the “Company”), today announced its unaudited financial results for the quarter ended June 30, 2015.

“The second quarter witnessed the continuing evolution of ifeng into a diversified big data-enabled mobile platform as a result of having completed its investment in Yidian in April.” stated Mr. Shuang Liu, CEO of Phoenix New Media. “With rapid growth in the number of Yidian’s mobile users, together with the ifeng news app, we have established a large community of mobile news readers, ranking us one of the top three mobile news and information platforms in China in terms of user coverage, according to Talking Data, a third party mobile data monitoring company. This strong growth momentum will power our success as Yidian begins monetizing in the fourth quarter of this year. In order to expand our influence on our users and foster organic growth around specific areas of their interests, we continue to develop our verticals, and solidify our market leadership in fields such as documentary offerings. We are confident in our strategy and long-term prospects, and our focus remains on driving sustainable growth over the longer term by continuing to bolster our business’s three key pillars: content production capability, dedication to serious journalism and cutting-edge technology.”

Mr. Ya Li, president of Phoenix New Media, stated, “While we have made encouraging progress in expanding our mobile platform and strengthening our content offerings, we fell short of expectations for growth in advertising revenue due to sector headwinds relating to lower demand for PC-based advertising and the internal sales leadership transition. However, we continue our advance into mobile-based performance-driven advertising territory, where many new avenues for growth are being explored and expanded. To stay ahead of the curve, we will endeavor to leverage the right resources and right talent in this area so as to capitalize on these opportunities as they develop.”

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Second Quarter 2015 Financial Results

REVENUES

Total revenues for the second quarter of 2015 increased by 2.9% to RMB422.9 million (US$68.2 million) from RMB410.9 million in the second quarter of 2014.

Net advertising revenues (net of advertising agency service fees) for the second quarter of 2015 increased by 7.2% to RMB311.9 million (US$50.3 million) from RMB291.0 million in the second quarter of 2014, primarily due to 124.2% year-over-year growth in mobile advertising revenues. Average revenue per advertiser (“ARPA”) increased by 20.3% to RMB1.1 million (US$0.2 million) and the total number of advertisers decreased by 10.9% to 295 in the second quarter of 2015.

Paid service revenues for the second quarter of 2015 decreased by 7.4% to RMB111.0 million (US$17.9 million) from RMB119.9 million in the second quarter of 2014. Mobile value-added services (“MVAS”)1 revenues for the second quarter of 2015 decreased by 3.3% to RMB88.1 million (US$14.2 million) from RMB91.1 million in the second quarter of 2014. Revenues from games and others2 for the second quarter of 2015 decreased by 20.3% to RMB22.9 million (US$3.7 million) from RMB28.8 million in the second quarter of 2014, primarily due to a decrease in revenues generated from web-based games on the Company’s game platform.

COST OF REVENUES AND GROSS PROFIT

Cost of revenues for the second quarter of 2015 increased by 12.6% to RMB222.4 million (US$35.9 million) from RMB197.5 million in the second quarter of 2014, primarily due to increases in content and operational costs and revenue sharing fees. Content and operational costs for the second quarter of 2015 increased to RMB101.6 million (US$16.4 million) from RMB83.7 million in the second quarter of 2014, due to increases in staff-related costs and advertisement-related content production costs. Revenue sharing fees to telecom operators and channel partners in the second quarter of 2015 increased to RMB67.3 million (US$10.9 million) from RMB59.2 million in the second quarter of 2014. Sales taxes and surcharges for the second quarter of 2015 decreased to RMB32.2 million (US$5.2 million) from RMB34.6 million in the second quarter of 2014. Bandwidth costs in the second quarter of 2015 increased to RMB21.3 million (US$3.4 million) from RMB19.9 million in the second quarter of 2014, primarily due to the increase in the Company’s mobile traffic. Share-based compensation included in cost of revenues was RMB4.5 million (US$0.7 million) in the second quarter of 2015, compared to RMB2.4 million in the second quarter of 2014. The year-over-year increase in share-based compensation was primarily due to the stock options newly granted in the second half of 2014.

Gross profit for the second quarter of 2015 was RMB200.5 million (US$32.3 million), compared to RMB213.4 million in the second quarter of 2014. Gross margin for the second quarter of 2015 was 47.4%, compared to 51.9% in the second quarter of 2014. Adjusted gross margin3, which excludes share-based compensation, for the second quarter of 2015 was 48.5%, compared to 52.5% in the second quarter of 2014.

1  MVAS includes wireless value-added services, or WVAS, mobile video, mobile digital reading, mobile games and other paid services through China’s three telecom operators’ platforms.

2  Games and others include web-based games, content sales, and other online and mobile paid services through the Company’s own platforms.

3  An explanation of the Company’s non-GAAP financial measures is included in the section entitled “Use of Non-GAAP Financial Measures” below, and the related reconciliations to GAAP financial measures are presented in the accompanying “Reconciliations of Non-GAAP Results of Operation Measures to the Nearest Comparable GAAP Measures”.

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OPERATING EXPENSES AND INCOME FROM OPERATIONS

Total operating expenses for the second quarter of 2015 increased by 31.4% to RMB173.8 million (US$28.0 million) from RMB132.3 million in the second quarter of 2014. The increase in operating expenses was primarily attributable to our increased efforts on the spending of the mobile traffic acquisition expenses. Share-based compensation included in operating expenses was RMB9.0 million (US$1.4 million) in the second quarter of 2015, compared to RMB6.0 million in the second quarter of 2014. The year-over-year increase in share-based compensation was primarily due to the stock options newly granted in the second half of 2014.

Excluding share-based compensation, adjusted income from operations for the second quarter of 2015 was RMB40.2 million (US$6.5 million), compared to RMB89.5 million in the second quarter of 2014.  Income from operations for the second quarter of 2015 was RMB26.7 million (US$4.3 million), compared to RMB81.1 million in the second quarter of 2014.

Excluding share-based compensation, the adjusted operating margin for the second quarter of 2015 was 9.5%, compared to 21.8% in the second quarter of 2014, while operating margin for the second quarter of 2015 was 6.3%, compared to 19.7% in the second quarter of 2014, primarily due to our increased efforts on the spending of the mobile traffic acquisition expenses.

OTHER INCOME/(LOSS)

Other income/(loss) reflects loss from equity investments, gain on disposition of subsidiaries and acquisition of equity investments, gain on disposal of an equity investment and acquisition of available for sales securities, interest income, net, foreign currency exchange gain or loss and others, net4. Loss from equity investments for the second quarter of 2015 increased to RMB9.4 million (US$1.5 million) from RMB4.0 million in the second quarter of 2014. Gain on disposition of subsidiaries and acquisition of equity investments for the second quarter of 2015 was nil, compared to RMB4.6 million in the second quarter of 2014. Gain on disposal of an equity investment and acquisition of available for sales securities for the second quarter was RMB4.6 million (US$0.7 million), compared to nil in the second quarter of 2014. Interest income, net, for the second quarter of 2015 was RMB6.5 million (US$1.0 million), compared to RMB12.6 million in the second quarter of 2014. Foreign currency exchange loss for the second quarter of 2015 was RMB2.6 million (US$0.4 million), compared to foreign currency exchange gain RMB0.1 million in the second quarter of 2014.

NET INCOME ATTRIBUTABLE TO PHOENIX NEW MEDIA LIMITED

Adjusted net income attributable to Phoenix New Media Limited, excluding the non-operating items which are the loss from equity investments, gain on disposition of subsidiaries and acquisition of equity investments and gain on disposal of an equity investment and acquisition of available for sales securities, and share-based compensation, for the second quarter of 2015 was RMB40.7 million (US$6.6 million), compared to RMB92.3 million in the second quarter of 2014. Adjusted net margin for the second quarter of 2015 was 9.6%, compared to 22.5% in the second quarter of 2014. Adjusted net income per diluted ADS5 in the second quarter of 2015 was RMB0.56 (US$0.09), compared to RMB1.19 in the second quarter of 2014.

4  “Others, net” primarily consists of government subsidies.

5  “ADS” means American Depositary Share of the Company. Each ADS represents eight Class A ordinary shares of the Company.

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Net income attributable to Phoenix New Media Limited for the second quarter of 2015 was RMB22.5 million (US$3.6 million), compared to net income attributable to Phoenix New Media Limited of RMB84.5 million in the second quarter of 2014. Net margin for the second quarter of 2015 was 5.3%, compared to 20.6% in the second quarter of 2014. Net income per diluted ADS in the second quarter of 2015 was RMB0.31 (US$0.05), compared to RMB1.09 in the second quarter of 2014.

As of June 30, 2015, the Company’s cash and cash equivalents, term deposits and short term investments and restricted cash were RMB1.03 billion (US$166.3 million).

For the second quarter of 2015, the Company’s weighted average number of ADSs used in the computation of diluted net income per ADS was 72,658,268. As of June 30, 2015, the Company had a total of 568,647,174 ordinary shares outstanding, or the equivalent of 71,080,897 ADSs.

Business Outlook

For the third quarter of 2015, the Company expects its total revenues to be between RMB373 million and RMB393 million. Net advertising revenues are expected to be between RMB290 million and RMB300 million. Paid service revenues are expected to be between RMB83 million and RMB93 million. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which are subject to change.

Conference Call Information

The Company will hold a conference call at 9:00 p.m. U.S. Eastern Time on August 11, 2015 (August 12, 2015 at 9:00 a.m. Beijing / Hong Kong time) to discuss its second quarter 2015 unaudited financial results and operating performance.

To participate in the call, please use the dial-in numbers and conference ID below:

A replay of the call will be available through August 18, 2015 by using the dial-in numbers and conference ID below:

A live and archived webcast of the conference call will also be available at the Company’s investor relations website at http://ir.ifeng.com.

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Use of Non-GAAP Financial Measures

To supplement the consolidated financial statements presented in accordance with the United States Generally Accepted Accounting Principles (“GAAP”), Phoenix New Media Limited uses adjusted gross profit, adjusted gross margin, adjusted income from operations, adjusted operating margin, adjusted net income attributable to Phoenix New Media Limited, adjusted net margin and adjusted net income per diluted ADS, each of which is a non-GAAP financial measure. Adjusted gross profit is gross profit excluding share-based compensation. Adjusted gross margin is adjusted gross profit divided by total revenues. Adjusted income from operations is income from operations excluding share-based compensation. Adjusted operating margin is adjusted income from operations divided by total revenues. Adjusted net income attributable to Phoenix New Media Limited is net income/(loss) attributable to Phoenix New Media Limited excluding share-based compensation, gain on disposition of subsidiaries and acquisition of equity investments, loss from equity investments and gain on disposal of an equity investment and acquisition of available for sales securities. Adjusted net margin is adjusted net income attributable to Phoenix New Media Limited divided by total revenues. Adjusted net income per diluted ADS is adjusted net income attributable to Phoenix New Media Limited divided by weighted average number of diluted ADSs. The Company believes that separate analysis and exclusion of the non-cash impact of share-based compensation, gain on disposition of subsidiaries and acquisition of equity investments, loss from equity investments and gain on disposal of an equity investment and acquisition of available for sales securities add clarity to the constituent parts of its performance. The Company reviews adjusted net income together with net income/(loss) to obtain a better understanding of its operating performance. It uses these non-GAAP financial measures for planning, forecasting and measuring results against the forecast. The Company believes that using multiple measures to evaluate its business allows both management and investors to assess the Company’s performance against its competitors. The Company also believes that non-GAAP financial measures are useful supplemental information for investors and analysts to assess its operating performance without the effect of non-cash share-based compensation, gain on disposition of subsidiaries and acquisition of equity investments, loss from equity investments, and gain on disposal of an equity investment and acquisition of available for sales securities. Share-based compensation and loss from equity investments have been and will continue to be significant and recurring in its business. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company’s net income/(loss) for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similarly-titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measure in isolation from, or as an alternative to, the financial measures prepared in accordance with U.S. GAAP.

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Exchange Rate

This announcement contains translations of certain RMB amounts into U.S. dollars (“USD”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB6.2000 to US$1.00, the noon buying rate in effect on June 30, 2015 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.

About Phoenix New Media Limited

Phoenix New Media Limited (NYSE: FENG) is a leading new media company providing premium content on an integrated platform across Internet, mobile and TV channels in China. Having originated from a leading global Chinese language TV network based in Hong Kong, Phoenix TV, the Company enables consumers to access professional news and other quality information and share user-generated content on the Internet and through their mobile devices. Phoenix New Media’s platform includes its ifeng.com channel, consisting of its ifeng.com website and web-based game platform, its video channel, comprised of its dedicated video vertical and mobile video services, and its mobile channel, including its mobile Internet website, mobile applications and mobile value-added services.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as Phoenix New Media’s strategic and operational plans, contain forward-looking statements. Phoenix New Media may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Phoenix New Media’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; the expected growth of online and mobile advertising, online video and mobile paid services markets in China; the Company’s reliance on online advertising and MVAS for a majority of its total revenues; the Company’s expectations regarding demand for and market acceptance of its services; the Company’s expectations regarding maintaining and strengthening its relationships with advertisers, partners and customers; fluctuations in the Company’s quarterly operating results; the Company’s plans to enhance its user experience, infrastructure and services offerings; the Company’s reliance on mobile operators in China to provide most of its MVAS; changes by mobile operators in China to their policies for MVAS; competition in its industry in China; and relevant government policies and regulations relating to the Company. Further information regarding these and other risks is included in the Company’s filings with the SEC, including its registration statement on Form F-1, as amended, and its annual reports on Form 20-F. All information provided in this press release and in the attachments is as of the date of this press release, and Phoenix New Media does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

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For investor and media inquiries please contact:

Phoenix New Media Limited

Matthew Zhao

Email: investorrelations@ifeng.com

ICR, Inc.

In Beijing, China: Jeremy Peruski

In New York City: Katherine Knight

Tel: +1 (646) 277-1276

Email: investorrelations@ifeng.com

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Phoenix New Media Limited

Condensed Consolidated Balance Sheets

(Amounts in thousands)

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Phoenix New Media Limited

Condensed Consolidated Statements of Comprehensive Income

(Amounts in thousands, except for number of shares and per share (or ADS) data)

*The figure for the first quarter of 2015 has been changed to exclude the potentially dilutive ordinary shares outstanding as they were anti-dilutive.

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Reconciliations of Non-GAAP Results of Operations Measures to the Nearest Comparable GAAP Measures

(Amounts in thousands, except for number of ADSs and per ADS data)

(1) Excludes share-based compensation

(2) Excludes loss from equity investments

(3) Excludes gain on disposition of subsidiaries and acquisition of equity investments

(4) Excludes gain on disposal of an equity investment and acquisition of available for sales securities

Details of cost of revenues are as follows:

(Amounts in thousands)

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Phoenix New Media Limited

Condensed Segments Information

(Amounts in thousands)

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