Sec Form 13G Filing - SIG Asia Investment LLLP filing for FINVOLUTION GROUP SPONSORED AD (FINV) - 2022-02-14

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d—102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND

AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.

 

(Amendment No. 3)*

 

FinVolution Group

(Name of Issuer)

 

Class A Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

 

(CUSIP Number)

 

December 31, 2021

(Date of 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)
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).

 

 

CUSIP No. 

	1.	Names of Reporting Persons SIG China Investments Master Fund III, LLLP
	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
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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) PN

* SIG Asia Investment, LLLP is the investment manager to SIG China Investments Master Fund III, LLLP and as such may exercise voting and dispositive power over these shares. Heights Capital Mana gement, Inc. is the investment manager to SIG Asia Investment, LLLP and as such may exercise voting and dispositive power over these shares.

 

 

CUSIP No.

	1.	Names of Reporting Persons SIG Asia Investment, LLLP
	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
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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) PN

* SIG Asia Investment, LLLP is the investment manager to SIG China Investments Master Fund III, LLLP and as such may exercise voting and dispositive power over these shares. Heights Capital Management, Inc. is the investment manager to SIG Asia Investment, LLLP and as such may exercise voting and dispositive power over these shares.

 

 

CUSIP No.

	1.	Names of Reporting Persons Heights Capital Management, Inc.
	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
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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) CO

* Heights Capital Management, Inc. is the investment manager to SIG Asia Investment, LLLP and as such may exercise voting and dispositive power over these shares. SIG Asia Investment, LLLP is the investment manager to SIG China Investments Master Fund III, LLLP and as such may exercise voting and dispositive power over these shares.

 

  

CUSIP No.

 

Item 1.
	(a)	Name of Issuer FinVolution Group (the “Company”)
	(b)	Address of Issuer’s Principal Executive Offices   Building G1, No. 999 Dangui Road Pudong New District Shanghai 201203 The People’s Republic of China
Item 2.
	(a)	Name of Person Filing   This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons” with respect to the Class A Ordinary Shares, par value US$0.00001 per share (the “Shares”). (i) SIG China Investments Master Fund III, LLLP (ii) SIG Asia Investment, LLLP (iii) Heights Capital Management, Inc.
	(b)	Address of Principal Business Office or, if none, Residence  The address of the principal business office of each of SIG China Investments Master Fund III, LLLP and SIG Asia Investment, LLLP is:   One Commerce Center 1201 N. Orange Street, Suite 715 Wilmington, DE 19801   The address of the principal business office of Heights Capital Management, Inc. is:   101 California Street, Suite 3250 San Francisco, California 94111
	(c)	Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(d)	Title of Class of Securities Class A Ordinary Shares, par value US$0.00001 per share
	(e)	CUSIP Number

 

 

CUSIP No.

 

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with § 240.13d–1(b)(1)(ii)(K).
			If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:_________________________

 

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.   SIG Asia Investment, LLLP, which serves as the investment manager to SIG China Investments Master Fund III, LLLP, may be deemed to be the beneficial owner of all Shares owned by SIG China Investments Master Fund III, LLLP. Heights Capital Management, Inc., which serves as the investment manager to SIG Asia Investment, LLLP, may be deemed to be the beneficial owner of all Shares owned by SIG China Investments Master Fund III. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
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   x

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable

 

 

CUSIP No.

 

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

 

Item 10.	Certification
Not Applicable

 

 

CUSIP No.

 

Signature

 

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

 

Dated:  February 11, 2022
SIG China Investments Master Fund III, LLLP
By:	SIG Asia Investment, LLLP,
	pursuant to a Limited Power of Attorney, a copy of which was previously filed
By:	Heights Capital Management, Inc., Pursuant to a Limited Power of Attorney, a copy of which was previously filed

By:	/s/ Michael Spolan
Name:	Michael Spolan
Title:	General Counsel
SIG Asia Investment, LLLP

By:

Heights Capital Management, Inc., Pursuant to a Limited Power of Attorney, a copy of which was previously filed

 

By:	/s/ Michael Spolan
Name:	Michael Spolan
Title:	General Counsel

 

Heights Capital Management, Inc.

 

By:	/s/ Michael Spolan
Name:	Michael Spolan
Title:	General Counsel

 

 

CUSIP No.

 

EXHIBIT INDEX

 

Exhibit	Description
I	Limited Power of Attorney for SIG Asia Investment, LLLP*
II	Limited Power of Attorney for SIG China Investments Master Fund III, LLLP *
II	Joint Filing Agreement*

 

* Previously filed