Amended Statement of Beneficial Ownership (sc 13d/a)
November 28 2017 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
JUMEI
INTERNATIONAL HOLDING LIMITED
(Name of Issuer)
CLASS A ORDINARY SHARES
(Title of Class of Securities)
48138L107
(CUSIP Number)
c/o Nan Peng Shen
Suite 3613, 36/F, Two Pacific Place
88 Queensway Road, Hong Kong
(852) 2501 8989
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with copies to:
Craig Marcus
Ropes
&Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7802
November
27, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
The information required on 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).
|
|
|
|
|
CUSIP No. 48138L107
|
|
SCHEDULE 13D
|
|
Page 2 of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
SEQUOIA CAPITAL CHINA II, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
CAYMAN ISLANDS
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
17,516,290
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
17,516,290
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,516,290
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
19.3%
1
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
1
|
The percentage is based upon 90,901,446 shares of the Companys Class A Ordinary shares outstanding as of December 31, 2016, as reported in the Companys Annual Report on Form
20-F
for the year ended December 31, 2016, which was filed with the Securities and Exchange Commission (the Commission) on May 1, 2017.
|
|
|
|
|
|
CUSIP No. 48138L107
|
|
SCHEDULE 13D
|
|
Page 3 of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
SEQUOIA CAPITAL CHINA PARTNERS FUND II, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
CAYMAN ISLANDS
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
440,990
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
440,990
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
440,990
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.5%
1
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
1
|
The percentage is based upon 90,901,446 shares of the Companys Class A Ordinary shares outstanding as of December 31, 2016, as reported in the Companys Annual Report on Form
20-F
for the year ended December 31, 2016, which was filed with the Commission on May 1, 2017.
|
|
|
|
|
|
CUSIP No. 48138L107
|
|
SCHEDULE 13D
|
|
Page 4 of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
SEQUOIA CAPITAL CHINA PRINCIPALS FUND II, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
CAYMAN ISLANDS
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
2,942,720
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
2,942,720
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,942,720
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
3.2%
1
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
1
|
The percentage is based upon 90,901,446 shares of the Companys Class A Ordinary shares outstanding as of December 31, 2016, as reported in the Companys Annual Report on Form
20-F
for the year ended December 31, 2016, which was filed with the Commission on May 1, 2017.
|
|
|
|
|
|
CUSIP No. 48138L107
|
|
SCHEDULE 13D
|
|
Page 5 of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
SEQUOIA CAPITAL CHINA MANAGEMENT II, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
CAYMAN ISLANDS
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
20,900,000
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
20,900,000
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,900,000
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
23.0%
1
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
1
|
The percentage is based upon 90,901,446 shares of the Companys Class A Ordinary shares outstanding as of December 31, 2016, as reported in the Companys Annual Report on Form
20-F
for the year ended December 31, 2016, which was filed with the Commission on May 1, 2017.
|
|
|
|
|
|
CUSIP No. 48138L107
|
|
SCHEDULE 13D
|
|
Page 6 of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
SC CHINA HOLDING LIMITED
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
CAYMAN ISLANDS
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
20,900,000
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
20,900,000
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,900,000
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
23.0%
1
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
1
|
The percentage is based upon 90,901,446 shares of the Companys Class A Ordinary shares outstanding as of December 31, 2016, as reported in the Companys Annual Report on Form
20-F
for the year ended December 31, 2016, which was filed with the Commission on May 1, 2017.
|
|
|
|
|
|
CUSIP No. 48138L107
|
|
SCHEDULE 13D
|
|
Page 7 of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
SNP CHINA ENTERPRISES LIMITED
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
BRITISH VIRGIN ISLANDS
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
20,900,000
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
20,900,000
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,900,000
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
23.0%
1
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
1
|
The percentage is based upon 90,901,446 shares of the Companys Class A Ordinary shares outstanding as of December 31, 2016, as reported in the Companys Annual Report on Form
20-F
for the year ended December 31, 2016, which was filed with the Commission on May 1, 2017.
|
|
|
|
|
|
CUSIP No. 48138L107
|
|
SCHEDULE 13D
|
|
Page 8 of 11
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
NAN PENG SHEN
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
HONG KONG SAR
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
139,785
|
|
8.
|
|
Shared Voting Power
20,900,000
|
|
9.
|
|
Sole Dispositive Power
139,785
|
|
10.
|
|
Shared Dispositive Power
20,900,000
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
21,039,785
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
23.1%
1
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
1
|
The percentage is based upon 90,901,446 shares of the Companys Class A Ordinary shares outstanding as of December 31, 2016, as reported in the Companys Annual Report on Form
20-F
for the year ended December 31, 2016, which was filed with the Commission on May 1, 2017.
|
|
|
|
|
|
CUSIP No. 48138L107
|
|
SCHEDULE 13D
|
|
Page
9
of 11
|
PREAMBLE
Except as set forth in this Amendment No.1 (this Amendment), the initial Schedule 13D that was filed on February 26, 2016 remains in effect,
and capitalized terms used herein but not defined herein have such respective meanings as defined in such previous Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where
such information is relevant. The information set forth in the Exhibits to the initial Schedule 13D filing is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions
of such Exhibits.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by striking the second paragraph of Paragraph (a) in its entirety.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by striking the first sentence of the third paragraph in its entirety.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby
amended and restated in its entirety as follows:
On February 17, 2016, Leo Ou Chen, Yusen Dai, SCC II, SCC PTRS II and SCC PRIN II (collectively,
the Buyer Group) jointly submitted a
non-binding
proposal (the Proposal) to the Companys board of directors related to the proposed acquisition of all of the Ordinary Shares not
beneficially owned by the Buyer Group for cash consideration equal to US$7.00 per ADS, or US$7.00 per Class A Ordinary Share (the Proposed Transaction).
On November 27, 2017, the Buyer Group informed the special committee of the Companys board evaluating the Proposal (the Special Committee)
that it no longer intends to participate in the Proposal, the Proposed Transaction or the transactions contemplated thereby.
References to the
Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as
Exhibit 99.2
, and incorporated herein by reference in its entirety.
Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraph (a) of Item 5 is hereby amended and restated in its entirety as follows:
(a) The aggregate number of Ordinary Shares and the percentage of total outstanding Ordinary Shares beneficially owned by the Reporting Persons is set forth
below. References to percentage ownerships of Ordinary Shares are based upon 90,901,446 Ordinary Shares outstanding as of December 31, 2016, as reported in the Companys Annual Report on Form
20-F
for the year ended December 31, 2016, which was filed with the Commission on May 1, 2017. Pursuant to Rule
13d-3
of the Act, the Reporting Persons may be deemed to beneficially own 21,039,785
Ordinary Shares of the Company, representing approximately 23.1% of the outstanding Ordinary Shares of the Company. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by
any other Reporting Person.
SCC II beneficially owns 17,516,290 Ordinary Shares, which represents approximately 19.3% of the outstanding Ordinary Shares
calculated in accordance with the requirements of Rule
13d-3
under the Act.
SCC PTRS II beneficially owns 440,990
Ordinary Shares, which represents approximately 0.5% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule
13d-3
under the Act.
SCC PRIN II beneficially owns an aggregate of 2,942,720 Ordinary Shares, which represents approximately 3.2% of the outstanding Ordinary Shares calculated in
accordance with the requirements of Rule
13d-3
under the Act.
|
|
|
|
|
CUSIP No. 48138L107
|
|
SCHEDULE 13D
|
|
Page
10
of 11
|
SCC MGMT II, as general partner of SCC II, SCC PTRS II and SCC PRIN II, may be deemed to beneficially own an
aggregate of 20,900,000 Ordinary Shares, which represents approximately 23.0% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule
13d-3
under the Act.
SCC HOLD, as general partner of SCC MGMT II, may be deemed to beneficially own an aggregate of 20,900,000 Ordinary Shares, which represents approximately
23.0% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule
13d-3
under the Act.
SNP, as general partner of SCC HOLD, may be deemed to beneficially own an aggregate of 20,900,000 Ordinary Shares, which represents approximately 23.0% of the
outstanding Ordinary Shares calculated in accordance with the requirements of Rule
13d-3
under the Act.
NS, who
wholly owns and is the sole director of SNP, may be deemed to beneficially own an aggregate of 21,039,785 Ordinary Shares, which represents approximately 23.1% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule
13d-3
under the Act.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: November 27, 2017
|
|
|
Sequoia Capital China II, L.P.
Sequoia Capital China Partners Fund II, L.P.
Sequoia Capital
China Principals Fund II, L.P.
|
|
|
By:
|
|
Sequoia Capital China Management II, L.P.
|
General Partner of each
|
|
|
By:
|
|
SC China Holding Limited
|
its General Partner
|
|
|
By:
|
|
/s/ Nan Peng Shen
|
Nan Peng Shen
|
|
Sequoia Capital China Management II, L.P.
|
|
|
By:
|
|
SC China Holding Limited
|
its General Partner
|
|
|
By:
|
|
/s/ Nan Peng Shen
|
Nan Peng Shen
|
|
SC China Holding Limited
|
|
|
By:
|
|
/s/ Nan Peng Shen
|
Nan Peng Shen
|
|
SNP China Enterprises Limited
|
|
|
By:
|
|
/s/ Nan Peng Shen
|
Nan Peng Shen, Owner and Director
|
|
|
/s/ Nan Peng Shen
|
Nan Peng Shen
|
Jumei (NYSE:JMEI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Jumei (NYSE:JMEI)
Historical Stock Chart
From Sep 2023 to Sep 2024