Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 1:42PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2
(b)
(Amendment No. 3)
JUMEI INTERNATIONAL HOLDING LIMITED
(Name of Issuer)
CLASS
A ORDINARY SHARES
(Title of Class of Securities)
48138L107*
(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:
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*
|
This CUSIP number applies to the Issuer’s American depositary shares, each representing one Class A
Ordinary Share.
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(Continued on following pages)
Page 1 of 12 Pages
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CUSIP NO. 48138L107
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Schedule 13G
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Page
2
of 12
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1
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NAME OF
REPORTING PERSON
SEQUOIA CAPITAL CHINA II, L.P. (“SCC II”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
|
|
4
|
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN ISLANDS
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
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SHARED VOTING POWER
0
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|
|
7
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|
SOLE DISPOSITIVE POWER
0
|
|
|
8
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SHARED DISPOSITIVE POWER
0
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
1
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|
12
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TYPE OF REPORTING PERSON
PN
|
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1
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Based on a total of 99,180,983 Class A ordinary shares outstanding as of March 31, 2018, as reported
in the Issuer’s
20-F
filed with the Securities and Exchange Commission on April 30, 2018.
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CUSIP NO. 48138L107
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Schedule 13G
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Page
3
of 12
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1
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NAME OF
REPORTING PERSON
SEQUOIA CAPITAL CHINA PARTNERS FUND II, L.P. (“SCC PTRS
II”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN ISLANDS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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|
8
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SHARED DISPOSITIVE POWER
0
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9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
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11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
1
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12
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TYPE OF REPORTING PERSON
PN
|
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1
|
Based on a total of 99,180,983 Class A ordinary shares outstanding as of March 31, 2018, as reported
in the Issuer’s
20-F
filed with the Securities and Exchange Commission on April 30, 2018.
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CUSIP NO. 48138L107
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Schedule 13G
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Page
4
of 12
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1
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NAME OF
REPORTING PERSON
SEQUOIA CAPITAL CHINA PRINCIPALS FUND II, L.P. (“SCC PRIN
II”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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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
0
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
1
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|
12
|
|
TYPE OF REPORTING PERSON
PN
|
|
1
|
Based on a total of 99,180,983 Class A ordinary shares outstanding as of March 31, 2018, as reported
in the Issuer’s
20-F
filed with the Securities and Exchange Commission on April 30, 2018.
|
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CUSIP NO. 48138L107
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Schedule 13G
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Page
5
of 12
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1
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NAME OF
REPORTING PERSON
SEQUOIA CAPITAL CHINA MANAGEMENT II, L.P. (“SCC MGMT
II”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN ISLANDS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
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|
SHARED VOTING POWER
0 shares, of which 0 shares are directly held by SCC II, 0 shares are directly held by
SCC PTRS II and 0 shares are directly held by SCC PRIN II. SCC MGMT II is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II.
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7
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SOLE DISPOSITIVE POWER
0
|
|
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8
|
|
SHARED DISPOSITIVE POWER
0 shares, of which 0 shares are directly held by SCC II, 0 shares are directly held by
SCC PTRS II and 0 shares are directly held by SCC PRIN II. SCC MGMT II is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II.
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9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
1
|
|
12
|
|
TYPE OF REPORTING PERSON
PN
|
|
1
|
Based on a total of 99,180,983 Class A ordinary shares outstanding as of March 31, 2018, as reported
in the Issuer’s
20-F
filed with the Securities and Exchange Commission on April 30, 2018.
|
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CUSIP NO. 48138L107
|
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Schedule 13G
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Page
6
of 12
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1
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NAME OF
REPORTING PERSON
SC CHINA HOLDING LIMITED (“SCC HOLD”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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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
0 shares, of which 0 shares are directly held by SCC II, 0 shares are directly held by
SCC PTRS II and 0 shares are directly held by SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II.
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0 shares, of which 0 shares are directly held by SCC II, 0 shares are directly held by
SCC PTRS II and 0 shares are directly held by SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II.
|
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
1
|
|
12
|
|
TYPE OF REPORTING PERSON
OO
|
|
1
|
Based on a total of 99,180,983 Class A ordinary shares outstanding as of March 31, 2018, as reported
in the Issuer’s
20-F
filed with the Securities and Exchange Commission on April 30, 2018.
|
|
|
|
|
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CUSIP NO. 48138L107
|
|
Schedule 13G
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Page
7
of 12
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1
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NAME OF
REPORTING PERSON
SNP CHINA ENTERPRISES LIMITED (“SNP”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
BRITISH VIRGIN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
0 shares, of which 0 shares are directly held by SCC II, 0 shares are directly held by
SCC PTRS II and 0 shares are directly held by SCC PRIN II. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II.
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0 shares, of which 0 shares are directly held by SCC II, 0 shares are directly held by
SCC PTRS II and 0 shares are directly held by SCC PRIN II. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II.
|
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
1
|
|
12
|
|
TYPE OF REPORTING PERSON
OO
|
|
1
|
Based on a total of 99,180,983 Class A ordinary shares outstanding as of March 31, 2018, as reported
in the Issuer’s
20-F
filed with the Securities and Exchange Commission on April 30, 2018.
|
|
|
|
|
|
|
|
CUSIP NO. 48138L107
|
|
Schedule 13G
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Page
8
of 12
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1
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NAME OF
REPORTING PERSON
SEQUOIA CAPITAL CHINA UR HOLDINGS LIMITED (“SCC
UR”)
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
|
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
|
|
|
6
|
|
SHARED VOTING POWER
0
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
1
|
|
12
|
|
TYPE OF REPORTING PERSON
OO
|
|
1
|
Based on a total of 99,180,983 Class A ordinary shares outstanding as of March 31, 2018, as reported
in the Issuer’s
20-F
filed with the Securities and Exchange Commission on April 30, 2018.
|
|
|
|
|
|
|
|
CUSIP NO. 48138L107
|
|
Schedule 13G
|
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Page
9
of 12
|
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|
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1
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NAME OF
REPORTING PERSON
NEIL NANPENG SHEN (“NS”)
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
HONG KONG SAR
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
139,785
1
|
|
|
6
|
|
SHARED VOTING POWER
0 shares, of which 0 shares are directly held by SCC II, 0 shares are directly held by
SCC PTRS II, 0 shares are directly held by SCC PRIN II and 0 shares are directly held by SCC UR. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT II, which is the General Partner of each of SCC
II, SCC PTRS II and SCC PRIN II. SCC HOLD and SCC UR are wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
139,785
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0 shares, of which 0 shares are directly held by SCC II, 0 shares are directly held by
SCC PTRS II, 0 shares are directly held by SCC PRIN II and 0 shares are directly held by SCC UR. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT II, which is the General Partner of each of SCC
II, SCC PTRS II and SCC PRIN II. SCC HOLD and SCC UR are wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,785
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0.1%
2
|
|
12
|
|
TYPE OF REPORTING PERSON
IN
|
|
1
|
Represented by 139,785 American Depositary Shares.
|
|
2
|
Based on a total of 99,180,983 Class A ordinary shares outstanding as of March 31, 2018, as reported
in the Issuer’s
20-F
filed with the Securities and Exchange Commission on April 30, 2018.
|
|
|
|
|
|
|
|
CUSIP NO. 48138L107
|
|
Schedule 13G
|
|
Page
10
of 12
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ITEM 1.
|
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(a)
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Name of Issuer: Jumei International Holding Limited
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(b)
|
Address of Issuer’s Principal Executive Offices:
|
20
th
Floor, Tower B, Zhonghui Plaza
11 Dongzhimen South Road, Dongcheng District
Beijing 100007
People’s
Republic of China
ITEM 2.
|
(a)
|
Name of Persons Filing:
|
Sequoia Capital China II, L.P.
Sequoia Capital China Partners Fund II, L.P.
Sequoia Capital China Principals Fund II, L.P.
Sequoia Capital China Management II, L.P.
SC China Holding Limited
SNP
China Enterprises Limited
Sequoia Capital China UR Holdings Limited
Neil Nanpeng Shen
SCC MGMT II is
the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II. SNP is the Director of, and wholly owns, SCC HOLD.
NS is the Director of, and wholly owns, each of SNP and SCC UR.
|
(b)
|
Address of Principal Business Office or, if none, Residence:
|
2800 Sand Hill Road,
Suite 101
Menlo Park, CA 94025
SCC MGMT II, SCC II, SCC PTRS II, SCC PRIN II, SCC HOLD, SCC UR: Cayman Islands
SNP: British Virgin Islands
NS:
Hong Kong SAR
|
(d)
|
Title of Class of Securities: Class A Ordinary Shares
|
|
(e)
|
CUSIP Number: 48138L107
|
|
ITEM 3.
|
If this statement is filed pursuant to Rules
13d-1(b)
or
13d-2(b)
or (c), check whether the person filing is a:
|
NOT APPLICABLE
SEE ROWS 5 THROUGH 11 OF COVER PAGES
|
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|
|
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|
CUSIP NO. 48138L107
|
|
Schedule 13G
|
|
Page
11
of 12
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. ☒
|
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
|
NOT APPLICABLE
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
NOT APPLICABLE
NOT APPLICABLE
|
|
|
|
|
|
|
CUSIP NO. 48138L107
|
|
Schedule 13G
|
|
Page
12
of 12
|
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
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/ Neil Nanpeng Shen
|
|
Neil Nanpeng Shen
|
|
|
|
Sequoia Capital China Management II, L.P.
|
|
|
|
|
By:
|
|
SC China Holding Limited
|
|
its General Partner
|
|
|
|
|
By:
|
|
/s/ Neil Nanpeng Shen
|
|
Neil Nanpeng Shen
|
|
|
|
SC China Holding Limited
|
|
|
|
|
By:
|
|
/s/ Neil Nanpeng Shen
|
|
Neil Nanpeng Shen
|
|
|
|
SNP China Enterprises Limited
|
|
|
|
|
By:
|
|
/s/ Nanpeng Shen
|
|
Neil Nanpeng Shen, Owner and Director
|
|
|
|
Sequoia Capital China UR Holdings Limited
|
|
|
|
|
By:
|
|
/s/ Neil Nanpeng Shen
|
|
Neil Nanpeng Shen, Owner and Director
|
|
|
|
/s/ Neil Nanpeng Shen
|
|
Neil Nanpeng Shen
|
|
|
|
Neil Nanpeng Shen
|
|
|
|
|
By:
|
|
/s/ Neil Nanpeng Shen
|
|
Neil Nanpeng Shen
|
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