Sec Form 13G Filing - HSG Holding Ltd filing for FUTU HLDGS LTD SPONSORED ADS (FUTU) - 2020-02-14

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.

This CUSIP number applies to the Issuer’s American Depositary Shares, each representing eight Class A ordinary shares.

  NAME OF REPORTING PERSON

  SEQUOIA CAPITAL CV IV HOLDCO, LTD. (“SC CV IV HOLDCO”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  26,633,500

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  26,633,500

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  26,633,500

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.8%¹

  TYPE OF REPORTING PERSON

  OO

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019.

  NAME OF REPORTING PERSON

  SEQUOIA CAPITAL CV IV SENIOR HOLDCO, LTD. (“SCCV IV SENIOR HOLDCO”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  26,633,500

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.8%¹

  TYPE OF REPORTING PERSON

  OO

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019.

  NAME OF REPORTING PERSON

  SEQUOIA CAPITAL CHINA VENTURE FUND IV, L.P. (“SC CVF IV”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  26,633,500

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.8%¹

  TYPE OF REPORTING PERSON

  PN

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019.

  NAME OF REPORTING PERSON

  SC CHINA VENTURE IV MANAGEMENT, L.P. (“SC CV IV MGMT”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  26,633,500

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.8%¹

  TYPE OF REPORTING PERSON

  PN

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019.

  NAME OF REPORTING PERSON

  SCC VENTURE VI HOLDCO, LTD. (“SCC VI HOLDCO”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  4,843,971

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  4,843,971

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,843,971

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  1.4%¹

  TYPE OF REPORTING PERSON

  OO

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019.

  NAME OF REPORTING PERSON

  SEQUOIA CAPITAL CHINA VENTURE FUND VI, L.P. (“SC CVF VI”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

4,843,971 shares, of which 4,843,971 shares are directly owned by SCC VI HOLDCO. SCC VI HOLDCO is wholly owned by SC CVF VI.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

4,843,971 shares, of which 4,843,971 shares are directly owned by SCC VI HOLDCO. SCC VI HOLDCO is wholly owned by SC CVF VI.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,843,971

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  1.4%¹

  TYPE OF REPORTING PERSON

  PN

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019.

  NAME OF REPORTING PERSON

  SC CHINA VENTURE VI MANAGEMENT, L.P. (“SC CV VI MGMT”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

4,843,971 shares, of which 4,843,971 shares are directly owned by SCC VI HOLDCO. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

4,843,971 shares, of which 4,843,971 shares are directly owned by SCC VI HOLDCO. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,843,971

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  1.4%¹

  TYPE OF REPORTING PERSON

  PN

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019.

  NAME OF REPORTING PERSON

  SC CHINA HOLDING LIMITED (“SCC HOLD”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  CAYMAN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  31,477,471

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.2%¹

  TYPE OF REPORTING PERSON

  OO

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019.

  NAME OF REPORTING PERSON

  SNP CHINA ENTERPRISES LIMITED (“SNP”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  BRITISH VIRGIN ISLANDS

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. SCC HOLD is wholly owned by SNP.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. SCC HOLD is wholly owned by SNP.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  31,477,471

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.2%¹

  TYPE OF REPORTING PERSON

  OO

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and E xchange Commission on March 8, 2019.

  NAME OF REPORTING PERSON

  NEIL NANPENG SHEN (“NS”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  HONG KONG SAR

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. SCC HOLD is wholly owned by SNP. NS wholly owns SNP.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. SCC HOLD is wholly owned by SNP. NS wholly owns SNP.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  31,477,471

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  9.2%¹

  TYPE OF REPORTING PERSON

  IN

Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Persons Filing:

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

Citizenship:

CUSIP Number:

OWNERSHIP

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOTICE OF DISSOLUTION OF GROUP.

CERTIFICATION