Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 1 of 30 Pages
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ ) *
Zhangmen Education Inc.
(Name of Issuer)
American depositary shares, each representing seventy-two (72) Class A Ordinary Shares
Class A Ordinary Shares, par value US$0.00001 per share
(Title of Class of Securities)
98955H200 **
(CUSIP Number)
December 31, 2021
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ 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.
|
|
**
|
There is no CUSIP number assigned to the ordinary shares. CUSIP number 98955H200 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the New York Stock
Exchange under the symbol “ZME”. Each ADS represents seventy-two (72) Class A ordinary shares.
|
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 provision of the Act (however, see the Notes.)
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 2 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Demantoid Gem Holdings Limited
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|||||||||||||
|
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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
145,328,198 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
145,328,198 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,328,198
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|||||||||||||
|
(1)
|
145,328,198 Class A ordinary shares are held of record by Demantoid Gem Holdings Limited, a British Virgin Islands limited liability company.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
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Page 3 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
13,167,461 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
13,167,461 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,167,461
|
|||||||||||||
|
10.
|
|
CH
ECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 4 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus (Europa) Private Equity XII (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
14,390,398 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
14,390,398 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,390,398
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus (Europa) Private Equity XII (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 5 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
19,245,813 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
19,245,813 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,245,813
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 6 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus Private Equity XII-B (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
9,390,382 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
9,390,382 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,390,382
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus Private Equity XII-B (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSI
P No. 98955H200
|
|
Page 7 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus Private Equity XII-D (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
1,350,826 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
1,350,826 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,826
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus Private Equity XII-D (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 8 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus Private Equity XII-E (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
7,709,661 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
7,709,661 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,709,661
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus Private Equity XII-E (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 9 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus XII Partners (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
4,884,481 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
4,884,481 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,884,481
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus XII Partners (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 10 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
WP XII Partners (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
2,525,077 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
2,525,077 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,525,077
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents WP XII Partners (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 11 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus (Cayman) XII, L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
72,664,099 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
72,664,099 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,664,099
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus (Cayman) XII, L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 12 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus (Cayman) XII GP LLC
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
72,664,099 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
72,664,099 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,664,099
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus (Cayman) XII GP LLC’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 13 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus China Partners (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
6,268,005 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
6,268,005 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,268,005
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus China Partners (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 14 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus China (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
66,396,094 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
66,396,094 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,396,094
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus China (Cayman), L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 15 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus (Cayman) China GP, L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
72,664,099 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
72,664,099 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,664,099
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus (Cayman) China GP, L.P.’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 16 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus (Cayman) China GP LLC
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|||||||||||||
|
3.
|
|
SEC USE ONLY
|
|||||||||||||
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
|
|||||||||||||
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
72,664,099 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
72,664,099 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,664,099
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus (Cayman) China GP LLC’s proportionate interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 17 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus Partners II (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
145,328,198 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
145,328,198 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,328,198
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus Partners II (Cayman), L.P.’s interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 18 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus Partners II Holdings (Cayman), L.P.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
145,328,198 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
145,328,198 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,328,198
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus Partners II Holdings (Cayman), L.P.’s interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 19 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
WPP II Administrative (Cayman), LLC
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
0
|
|||||||||||
|
|
6.
|
|
SHARED VOTING POWER
145,328,198 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
145,328,198 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,328,198
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||||||||||||
|
(1)
|
Represents WPP II Administrative (Cayman), LLC’s interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 20 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus (Bermuda) Private Equity GP Ltd.
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|||||||||||||
|
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
145,328,198 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
145,328,198 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,328,198
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus (Bermuda) Private Equity GP Ltd.’s interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 21 of 30 Pages
|
|
1.
|
|
NAME OF REPORTING PERSONS.
Warburg Pincus LLC
|
|||||||||||||
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|||||||||||||
|
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
145,328,198 (1)
|
||||||||||||
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8.
|
|
SHARED DISPOSITIVE POWER
145,328,198 (1)
|
||||||||||||
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,328,198
|
|||||||||||||
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
(See Instructions)
|
|||||||||||||
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8% (2)
|
|||||||||||||
|
12.
|
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||||||||||||
|
(1)
|
Represents Warburg Pincus LLC’s interest in the 145,328,198 Class A ordinary shares held of record by Demantoid Gem Holdings Limited.
|
|
(2)
|
Calculated based on 1,229,046,399 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021.
|
SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 22 of 30 Pages
|
|
Item 1(a)
|
Name of Issuer
|
ZHANGMEN EDUCATION INC. (the “Issuer”)
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices
|
No. 82 Tongjia Road, Hongkou District, Shanghai, People’s Republic of China
|
Item 2(a)
|
Name of Persons Filing
|
Demantoid Gem Holdings Limited (“Demantoid”)
Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P. (“WP Callisto”)
Warburg Pincus (Europa) Private Equity XII (Cayman), L.P. (“WP Europa”)
Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P. (“WP Ganymede”)
Warburg Pincus Private Equity XII-B (Cayman), L.P. (“WP XII-B”)
Warburg Pincus Private Equity XII-D (Cayman), L.P. (“WP XII-D”)
Warburg Pincus Private Equity XII-E (Cayman), L.P. (“WP XII-E”)
Warburg Pincus XII Partners (Cayman), L.P. (“Warburg Pincus XII Partners”)
WP XII Partners (Cayman), L.P. (“WP XII Partners”, together with WP Callisto, WP Europa, WP Ganymede, WP XII-B, WP XII-D, WP XII-E and Warburg Pincus XII Partners, the “WP XII Cayman Funds”)
Warburg Pincus (Cayman) XII, L.P. (“WP XII GP”)
Warburg Pincus (Cayman) XII GP LLC (“WP XII LLC”)
Warburg Pincus China Partners (Cayman), L.P. (“WP China Partners”)
Warburg Pincus China (Cayman), L.P. (“WP China”, and together with WP China Partners, the “WP China Cayman Funds”)
Warburg Pincus (Cayman) China GP, L.P. (“WP China GP”)
Warburg Pincus (Cayman) China GP LLC (“WP China LLC”)
Warburg Pincus Partners II (Cayman), L.P. (“WPP II”)
Warburg Pincus Partners II Holdings (Cayman), L.P. (“WPP II Holding”)
WPP II Administrative (Cayman), LLC (“WPP II Administrative”)
Warburg Pincus (Bermuda) Private Equity GP Ltd. (“WP Bermuda”)
Warburg Pincus LLC (“WP LLC”)
Each party listed above is collectively being referred to herein as the “Warburg Pincus Reporting Persons”.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence
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For all reporting persons:
c/o 450 Lexington Avenue, New York, New York 10017.
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Item 2(c)
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Citizenship
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Demantoid: British Virgin Islands
WP Callisto: Cayman Islands
WP Europa: Cayman Islands
WP Ganymede: Cayman Islands
WP XII-B: Cayman Islands
WP XII-D: Cayman Islands
WP XII-E: Cayman Islands
Warburg Pincus XII Partners: Cayman Islands
WP XII Partners: Cayman Islands
WP XII GP: Cayman Islands
WP XII LLC: Cayman Islands
WP China Partners: Cayman Islands
WP China: Cayman Islands
WP China GP: Cayman Islands
SCHEDULE 13G
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CUSIP No. 98955H200
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Page 23 of 30 Pages
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WP China LLC: Delaware, United States
WPP II: Cayman Islands
WPP II Holding: Cayman Islands
WPP II Administrative: Cayman Islands
WP Bermuda: Bermuda
WP LLC: New York, United States
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Item 2(d)
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Title of Class of Securities
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Class A ordinary shares, par value US$0.00001 per share
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Item 2(e)
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CUSIP Number
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There is no CUSIP number assigned to the ordinary shares. CUSIP number 98955H200 has been assigned to the American depositary shares (“ADSs”) of the Issuer. Each ADS
represents seventy-two (72) Class A ordinary shares.
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Item 3
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If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Item 4
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Ownership
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Ownership information with respect to each Warburg Pincus Reporting Person is incorporated by reference through items (5) through (9) and (11) of the cover page, and the associated
footnotes, for each such Warburg Pincus Reporting Person.
Demantoid directly holds 145,328,198 Class A ordinary shares of the Issuer. WP Callisto holds 9.0605% of the equity interests of Demantoid. WP Europa holds 9.902% of the equity interests of
Demantoid. WP Ganymede holds 13.243% of the equity interests of Demantoid. WP XII-B holds 6.4615% of the equity interests of Demantoid. WP XII-D holds 0.9295% of the equity interests of Demantoid. WP XII-E holds 5.305% of the equity interests of
Demantoid. Warburg Pincus XII Partners holds 3.361% of the equity interests of Demantoid. WP XII Partners holds 1.7375% of the equity interests of Demantoid. WP China Partners holds 4.313% of the equity interests of Demantoid. WP China holds 45.687%
of the equity interests of Demantoid.
Demantoid is 50% owned by WP XII Cayman Funds and 50% owned by WP China Cayman Funds. WP XII GP is the general partner of the WP XII Cayman Funds. WP XII LLC is the general partner of WP XII
GP. WP China GP is the general partner of the WP China Cayman Funds. WP China LLC is the general partner of WP China GP. WPP II is the managing member of each of WP XII LLC and WP China LLC. WP II Holding is a limited partner of WP II. WP II
Administrative is the general partner of WP II Holding. WP Bermuda is the general partner of WPP II and the managing member of WP II Administrative. WP LLC is the manager of the WP XII Cayman Funds and the WP China Cayman Funds. Investment and
voting decisions with respect to the Issuer's shares held by Demantoid Gem Holdings Ltd. are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the Issuer's shares.
The WP China Cayman Funds share voting and dispositive power with WP China GP, WP China LLC, WPP II, WP Bermuda and WP LLC. The WP XII Cayman Funds share voting and dispositive power with WP
XII GP, WP XII LLC, WPP II, WP Bermuda and WP LLC.
SCHEDULE 13G
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CUSIP No. 98955H200
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Page 24 of 30 Pages
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Item 5
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Ownership of Five Percent or Less of a Class
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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: ☐
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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(1) The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of the Act. The joint filing agreement
among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Act is attached hereto as Exhibit 99.1.
(2) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Act) with respect to any Class A ordinary shares of the Issuer
other than the Class A ordinary shares of the issuer owned of record by such Warburg Pincus Reporting Person.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certifications
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Not applicable.
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Exhibits
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99.1
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Joint Filing Agreement dated February 14, 2022.
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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, 2022
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Demantoid Gem Holdings Limited
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||
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By:
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/s/ Steven G. Glenn
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Name:
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Steven G. Glenn
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Title:
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Director
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Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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Warburg Pincus (Europa) Private Equity XII (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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SCHEDULE 13G
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CUSIP No. 98955H200
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Page 26 of 30 Pages
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Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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Warburg Pincus Private Equity XII-B (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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Warburg Pincus Private Equity XII-D (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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SCHEDULE 13G
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CUSIP No. 98955H200
|
|
Page 27 of 30 Pages
|
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Warburg Pincus Private Equity XII-E (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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Warburg Pincus XII Partners (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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WP XII Partners (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 28 of 30 Pages
|
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Warburg Pincus (Cayman) XII, L.P.
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||
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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Warburg Pincus (Cayman) XII GP LLC
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||
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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Warburg Pincus China Partners (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) China GP, L.P., its general partner
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By:
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Warburg Pincus (Cayman) China GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 29 of 30 Pages
|
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Warburg Pincus China (Cayman), L.P.
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||
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By:
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Warburg Pincus (Cayman) China GP, L.P., its general partner
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By:
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Warburg Pincus (Cayman) China GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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Authorised Signatory
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Warburg Pincus (Cayman) China GP, L.P.
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||
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By:
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Warburg Pincus (Cayman) China GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
|
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Title:
|
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Authorised Signatory
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|
Warburg Pincus (Cayman) China GP LLC
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||
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By:
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Warburg Pincus Partners II (Cayman), L.P., its managing member
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|
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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|
|
By:
|
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/s/ Harsha Marti
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Name:
|
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Harsha Marti
|
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Title:
|
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Authorised Signatory
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SCHEDULE 13G
|
CUSIP No. 98955H200
|
|
Page 30 of 30 Pages
|
|
Warburg Pincus Partners II (Cayman), L.P.
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||
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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|
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By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
|
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Authorised Signatory
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|
Warburg Pincus Partners II Holdings (Cayman), L.P.
|
||
|
By:
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WPP II Administrative (Cayman), LLC, its general partner
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its managing member
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|
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By:
|
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/s/ Harsha Marti
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Name:
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Harsha Marti
|
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Title:
|
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Authorised Signatory
|
|
WPP II Administrative (Cayman), LLC
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||
|
By:
|
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its managing member
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By:
|
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/s/ Harsha Marti
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Name:
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Harsha Marti
|
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Title:
|
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Authorised Signatory
|
|
Warburg Pincus (Bermuda) Private Equity GP Ltd
|
||
|
By:
|
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/s/ Harsha Marti
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Name:
|
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Harsha Marti
|
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Title:
|
|
Authorised Signatory
|
|
Warburg Pincus LLC
|
||
|
By:
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/s/ Harsha Marti
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Name:
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Harsha Marti
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Title:
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General Counsel & Managing Director
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