UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

Uxin Limited

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

91818X108 (1)

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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).

 

(Continued on following pages)

 

(1)  This CUSIP number applies to the Issuer’s American Depositary Shares, each representing three Class A ordinary shares of the Issuer

 

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Redrock Holding Investments Limited

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
112,197,310 Class A Ordinary Shares

(6)

Shared Voting Power
0

(7)

Sole Dispositive Power
112,197,310 Class A Ordinary Shares

(8)

Shared Dispositive Power
0

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
112,197,310 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
12.8%*

(12)

Type of Reporting Person
CO

 

* Calculation is based upon 877,180,394 ordinary shares outstanding as reported in the prospectus filed by Uxin Limited (the “Issuer”) with the United States Securities and Exchange Commission on June 28, 2018 (the “Prospectus”).

 

1

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus Private Equity XI, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(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
67,848,602.9 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
67,848,602.9 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
67,848,602.9 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
7.7%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

2

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus Private Equity XI-B, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(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
12,565,851.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
12,565,851.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
12,565,851.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
1.4%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

3

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus Private Equity XI-C, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
288,568.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
288,568.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
288,568.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.03%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

4

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus XI (Asia), L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
24,752,274.8 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
24,752,274.8 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
24,752,274.8 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
2.8%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

5

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus XI Partners, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(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
4,372,251.8 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
4,372,251.8 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,372,251.8 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.5%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

6

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
WP XI Partners, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(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
2,369,760.5 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
2,369,760.5 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
2,369,760.5 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.3%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

7

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus LLC

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
112,197,310 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
112,197,310 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
112,197,310 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
12.8%*

(12)

Type of Reporting Person
OO

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

8

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus XI, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(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
87,156,466.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
87,156,466.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
87,156,466.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
9.9%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

9

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
WP Global LLC

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(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
87,156,466.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
87,156,466.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
87,156,466.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
9.9%*

(12)

Type of Reporting Person
OO

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

10

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus Partners II, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(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
87,156,466.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
87,156,466.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
87,156,466.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
9.9%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

11

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus Partners GP LLC

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(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
87,156,466.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
87,156,466.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
87,156,466.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
9.9%*

(12)

Type of Reporting Person
OO

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

12

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus & Co.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
87,156,466.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
87,156,466.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
87,156,466.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
9.9%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

13

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warbur Pincus (Cayman) XI, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)                                  x

(b)                                  o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
288,568.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
288,568.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
288,568.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.03%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

14

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus XI-C, LLC

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(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
288,568.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
288,568.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
288,568.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.03%*

(12)

Type of Reporting Person
OO

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

15

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus (Bermuda) XI, Ltd.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Bermuda

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
288,568.6 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
288,568.6 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
288,568.6 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
0.03%*

(12)

Type of Reporting Person
CO

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

16

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus Partners II (Cayman), L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
25,040,843.4 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
25,040,843.4 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
25,040,843.4 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
2.9%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

17

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus (Bermuda) Private Equity GP Ltd.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Bermuda

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
25,040,843.4 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
25,040,843.4 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
25,040,843.4 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
2.9%*

(12)

Type of Reporting Person
CO

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

18

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus XI (Asia) GP, L.P.

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
24,752,274.8 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
24,752,274.8 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
24,752,274.8 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
2.8%*

(12)

Type of Reporting Person
PN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

19

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Warburg Pincus XI (Asia) GP, LLC

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power
24,752,274.8 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
24,752,274.8 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
24,752,274.8 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
2.8%*

(12)

Type of Reporting Person
OO

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

20

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Charles R. Kaye

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(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
112,197,310 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
112,197,310 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
112,197,310 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
12.8%*

(12)

Type of Reporting Person
IN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

21

 

CUSIP No.: 91818X108

 

(1)

Name of Reporting Persons
Joseph P. Landy

(2)

Check the Appropriate Box if a Member of a Group

(a)           x

(b)           o

(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
112,197,310 Class A Ordinary Shares

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
112,197,310 Class A Ordinary Shares

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
112,197,310 Class A Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

(11)

Percent of Class Represented by Amount in Row (9)
12.8%*

(12)

Type of Reporting Person
IN

 

* Calculation is based upon 877,180,394 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on June 28, 2018.

 

22

 

Item 1(a).

Name of Issuer:
Uxin Limited

Item 1(b).

Address of Issuer’s Principal Executive Offices:
2-5/F, Tower E, LSHM Center
No. 8 Guanghsun South Avenue, Chaoyang District
Beijing, China

 

Item 2(a).

Name of Person Filing:

1.               Redrock Holdings Investments Limited, a company incorporated under the laws of the British Virgin Islands (“Redrock”), directly holds 112,197,310 Class A Ordinary Shares of the Issuer.

 

2.               Warburg Pincus Private Equity XI, L.P., a Delaware limited partnership (“WP XI”), holds 60.5% of the equity interest of Redrock.

 

3.               Warburg Pincus Private Equity XI-B, L.P., a Delaware limited partnership (“WP XI-B”), holds 11.2% of the equity interest of Redrock.

 

4.               Warburg Pincus Private Equity XI-C, L.P., a Cayman Islands exempted limited partnership (“WP XI-C”), holds 0.3% of the equity interest of Redrock.

 

5.               Warburg Pincus XI (Asia), L.P., a Cayman Islands exempted limited partnership (“WP XI Asia”), holds 22.1% of the equity interest of Redrock.

 

6.               Warburg Pincus XI Partners, L.P., a Delaware limited partnership (“WP XI Partners”), holds 3.9% of the equity interest of Redrock.

 

7.               WP XI Partners, L.P., a Delaware limited partnership (“WP XIP”, together with WP XI, WP XI-B, WP XI-C, WP XI Partners, the “WP XI Funds”), holds 2.1% of the equity interest of Redrock.

 

8.               Warburg Pincus LLC, a New York limited liability company (“WP LLC”), is the manager of the WP XI Funds.

 

9.               Warburg Pincus XI, L.P., a Delaware limited partnership (“WP XI GP”), is the general partner of each of WP XI, WP XI-B, WP XI Partners and WP XIP.

 

10.        WP Global LLC, a Delaware limited liability company (“WP Global”), is the general partner of WP XI GP.

 

11.        Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), is the managing member of WP Global.

 

12.        Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), is the general partner of WPP II.

 

13.        Warburg Pincus & Co, a New York general partnership (“WP”), is the general partner of WPP GP LLC.

 

14.        Warburg Pincus (Cayman) XI, L.P., a Cayman Islands exempted limited partnership (“WP XI Cayman GP”), is the general partner of WP XI-C.

 

15.        Warburg Pincus XI-C, LLC, a Delaware limited liability company (“WP XI-C LLC”), and Warburg Pincus (Bermuda) XI, Ltd., a Bermuda exempted company (“WP XI Bermuda”), are the general partners of WP XI Cayman GP.

 

23

 

 

16.        Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“WPP II Cayman”), is the managing member of WP XI-C LLC and the sole shareholder of WP XI Bermuda.

 

17.        Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company (“WP Bermuda GP”), is the general partner of WPP II Cayman.

 

18.        Warburg Pincus XI (Asia) GP, L.P., a Cayman Islands exempted limited partnership (“WP XI Asia GP”) is the general partner of WP XI Asia.

 

19.        Warburg Pincus XI (Asia) GP, LLC, a Cayman Islands limited liability company (“WP XI Asia GP LLC”), is the general partner of WP XI Asia GP.

 

20.        WPP II Cayman is the managing member of WP XI Asia GP LLC.

 

21.        Charles R. Kaye and Joseph P. Landy are the managing general partners of WP, and the Directors and Co-Chairmen of WP Bermuda GP.

 

Each party listed above is collectively being referred to herein as the “Warburg Pincus Reporting Persons”.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

For Redrock Holdings Investments Limited:

 

P.O. Box 3340, Road Town, Tortola, British Virgin Islands

 

For all other Warburg Pincus Reporting Persons:

 

450 Lexington Avenue, New York, New York 10017.

Item 2(c).

Citizenship or Place of Organization:
See Item 2(a).

Item 2(d).

Title of Class of Securities:
Class A ordinary shares of the Issuer, par value US$0.0001 per share

 

The Issuer’s ordinary shares consist of Class A ordinary shares (the “Class A Shares”) and Class B ordinary shares (the “Class B Shares”). Holders of Class A Shares and Class B Shares have the same rights except for voting and conversion rights. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes and is convertible into one Class A Share. Class A ordinary shares are not convertible into Class B Shares under any circumstances.

Item 2(e).

CUSIP Number:
91818X108 (American depositary shares of the Issuer)

 

Item 3.

Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

 

Not applicable

 

24

 

Item 4.

Ownership:

The following table sets forth the beneficial ownership of the ordinary shares of the Issuer by each of the reporting persons as reported in the Prospectus filed by the Issuer on June 28, 2018:

 

 

 

 

 

 

 

 

Number of shares as to which such person has:

 

Reporting
Person

 

 

Amount Beneficially
Owned

 

 

Percent of
Class (1)

Sole Power to
Vote or Direct the
Vote

 

 

Shared Power to Vote
or to Direct the Vote

 

 

Sole Power to
Dispose or to
Direct the
Disposition of

 

 

Shared Power to
Dispose or to Direct
the Disposition of

 

Redrock

 

 

112,197,310

 

 

12.8% (2)

112,197,310

 

 

0

 

 

112,197,310

 

 

0

 

WP XI

 

 

67,848,602.9

 

 

7.7%

0

 

 

67,848,602.9

 

 

0

 

 

67,848,602.9

 

WP XI-B

 

 

12,565,851.6

 

 

1.4%

0

 

 

12,565,851.6

 

 

0

 

 

12,565,851.6

 

WP XI-C

 

 

288,568.6

 

 

0.03%

0

 

 

288,568.6

 

 

0

 

 

288,568.6

 

WP XI Asia

 

 

24,752,274.8

 

 

2.8%

0

 

 

24,752,274.8

 

 

0

 

 

24,752,274.8

 

WP XI Partners

 

 

4,372,251.8

 

 

0.5%

0

 

 

4,372,251.8

 

 

0

 

 

4,372,251.8

 

WP XIP

 

 

2,369,760.5

 

 

0.3%

0

 

 

2,369,760.5

 

 

0

 

 

2,369,760.5

 

WP LLC

 

 

112,197,310

 

 

12.8%

0

 

 

112,197,310

 

 

0

 

 

112,197,310

 

WP XI GP

 

 

87,156,466.6

 

 

9.9%

0

 

 

87,156,466.6

 

 

0

 

 

87,156,466.6

 

WP Global

 

 

87,156,466.6

 

 

9.9%

0

 

 

87,156,466.6

 

 

0

 

 

87,156,466.6

 

WPP II

 

 

87,156,466.6

 

 

9.9%

0

 

 

87,156,466.6

 

 

0

 

 

87,156,466.6

 

WPP GP LLC

 

 

87,156,466.6

 

 

9.9%

0

 

 

87,156,466.6

 

 

0

 

 

87,156,466.6

 

WP

 

 

87,156,466.6

 

 

9.9%

0

 

 

87,156,466.6

 

 

0

 

 

87,156,466.6

 

WP XI Cayman GP

 

 

288,568.6

 

 

0.03%

0

 

 

288,568.6

 

 

0

 

 

288,568.6

 

WP XI-C LLC

 

 

288,568.6

 

 

0.03%

0

 

 

288,568.6

 

 

0

 

 

288,568.6

 

WP XI Bermuda

 

 

288,568.6

 

 

0.03%

0

 

 

288,568.6

 

 

0

 

 

288,568.6

 

WPP II Cayman

 

 

25,040,843.4

 

 

2.9%

0

 

 

25,040,843.4

 

 

0

 

 

25,040,843.4

 

WP Bermuda GP

 

 

25,040,843.4

 

 

2.9%

0

 

 

25,040,843.4

 

 

0

 

 

25,040,843.4

 

WP XI Asia GP

 

 

24,752,274.8

 

 

2.8%

0

 

 

24,752,274.8

 

 

0

 

 

24,752,274.8

 

WP XI Asia GP LLC

 

 

24,752,274.8

 

 

2.8%

0

 

 

24,752,274.8

 

 

0

 

 

24,752,274.8

 

Charles R. Kaye

 

 

112,197,310

 

 

12.8%

0

 

 

112,197,310

 

 

0

 

 

112,197,310

 

Joseph P. Landy

 

 

112,197,310

 

 

12.8%

0

 

 

112,197,310

 

 

0

 

 

112,197,310

 

 

25

 

(1)  As a percentage of 877,180,394 ordinary shares of the Issuer as reported in the Prospectus filed on June 28, 2018, comprised of 836,370,523 Class A Shares of the Issuer and 40,809,871 Class B Shares of the Issuer.

 

(2)  The voting power of the ordinary shares beneficially owned by the reporting person represents 9.0% of the total outstanding voting power of all Class A Shares and Class B Shares of the Issuer, given that each Class A Share is entitled to one vote and each Class B Share is entitle to ten votes.

 

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:

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group:

 

The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file jointly is attached hereto as Exhibit 99.1.

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable

 

Item 10.

Certifications:

 

Not applicable

 

26

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2019

 

 

 

 

Redrock Holding Investments Limited

 

 

 

By:

/s/ David Sreter

 

Name:

David Sreter

 

Title:

Director

 

 

 

 

Warburg Pincus Private Equity XI, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus Private Equity XI-B, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus Private Equity XI-C, L.P.

 

 

 

By:

Warburg Pincus (Cayman) XI, L.P., its general partner

 

By:

Warburg Pincus XI-C, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus XI (Asia), L.P.

 

 

 

By:

Warburg Pincus XI (Asia) GP, L.P., its general partner

 

By:

Warburg Pincus XI (Asia) GP, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

27

 

 

Warburg Pincus XI Partners, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

WP XI Partners, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus LLC

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus XI, L.P.

 

 

 

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

WP Global LLC

 

 

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus Partners II, L.P.

 

 

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus Partners GP LLC

 

 

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

28

 

 

Warburg Pincus & Co.

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus (Cayman) XI, L.P.

 

 

 

By:

Warburg Pincus XI-C, LLC, its general partner

 

By:

Warburg Pincus (Bermuda) XI, Ltd., its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus XI-C, LLC

 

 

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus (Bermuda) XI, Ltd.

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus Partners II (Cayman), L.P.

 

 

 

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus (Bermuda) Private Equity GP Ltd.

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus XI (Asia) GP, L.P.

 

 

 

By:

Warburg Pincus XI (Asia) GP, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus XI (Asia) GP, LLC

 

 

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

29

 

 

Charles R. Kaye

 

 

 

 

By: /s/

Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

 

 

Joseph P. Landy

 

 

 

 

By: /s/

Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

*The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to the statement on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. (File No.  005-80578 ) and is hereby incorporated by reference.

 

30

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

31

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