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.
- Peter Lynch
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
|
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SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 1)* |
| LAIX Inc. |
| (Name of Issuer) |
| Class A ordinary shares, par value US$0.001 per share |
| (Title of Class of Securities) |
| 50736W105** |
| (CUSIP Number) |
| December 31, 2019 |
| (Date of Event which Requires Filing of this Statement) |
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b) o Rule 13d-1(c) þ 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 number 50736W105 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on the New York Stock Exchange under the symbol “LAIX.” Each ADS represents one Class A ordinary share, par value US$0.001 per share.
|
CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons IDG-Accel China Growth Fund III L.P.
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization Cayman Islands
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
Sole Voting Power 3,169,797 Class A ordinary shares (1)
| ||
|
6.
|
Shared Voting Power 1,485,367 Class A ordinary shares (2)
| |||
|
7.
|
Sole Dispositive Power 3,169,797 Class A ordinary shares (1)
| |||
|
8.
|
Shared Dispositive Power 1,485,367 Class A ordinary shares (2)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (3)
| |||
| 12. |
Type of Reporting Person (See Instructions) PN
| |||
(1) The reporting person is the record owner of these shares. By virtue of being the general partner of the reporting person, IDG-Accel China Growth Fund III Associates L.P. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the general partner of IDG-Accel China Growth Fund III Associates L.P., IDG-Accel China Growth Fund GP III Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being shareholders and the two directors of IDG-Accel China Growth Fund GP III Associates Ltd., Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P., which may be deemed to have shared voting and dispositive power with respect to these shares. Quan Zhou and Chi Sing Ho are the controlling persons of IDG Technology Venture Investment IV, LLC, which is the general partner of IDG Technology Venture Investment IV, L.P. Quan Zhou and Chi Sing Ho are also the controlling persons of IDG Technology Venture Investment V, LLC, which is the general partner of IDG Technology Venture Investment V, L.P. By virtue of such relationships, each of IDG Technology Venture Investment IV, L.P., IDG Technology Venture Investment IV, LLC, IDG Technology Venture Investment V, L.P and IDG Technology Venture Investment V, LLC may be deemed to have shared voting and dispositive power with respect to these shares.
(2) IDG-Accel China III Investors L.P., IDG Technology Venture Investment V, L.P. and IDG Technology Venture Investment IV, L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate general partner or controlling persons. By virtue of such relationships, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.
(3) Percent of class is calculated based on an aggregate of
29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on April 18, 2019.
Page 2 of 13
|
CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons IDG-Accel China Growth Fund III Associates L.P.
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization Cayman Islands
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
Sole Voting Power 3,169,797 Class A ordinary shares (1)
| ||
|
6.
|
Shared Voting Power 1,485,367 Class A ordinary shares (2)
| |||
|
7.
|
Sole Dispositive Power 3,169,797 Class A ordinary shares (1)
| |||
|
8.
|
Shared Dispositive Power 1,485,367 Class A ordinary shares (2)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (3)
| |||
| 12. |
Type of Reporting Person (See Instructions) PN
| |||
(1) IDG-Accel China Growth Fund III L.P. is the record owner of these shares. By virtue of being the general partner of IDG-Accel China Growth Fund III L.P., the reporting person may be deemed to have sole voting and dispositive power with respect to these shares.
(2) IDG-Accel China III Investors L.P., IDG Technology Venture Investment V, L.P. and IDG Technology Venture Investment IV, L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate general partner or controlling persons. By virtue of such relationships, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.
(3) Percent of class is calculated based on an aggregate of
29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on April 18, 2019.
Page 3 of 13
|
CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons IDG-Accel China III Investors L.P.
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization Cayman Islands
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
Sole Voting Power 224,717 Class A ordinary shares (1)
| ||
|
6.
|
Shared Voting Power 4,430,447 Class A ordinary shares (2)
| |||
|
7.
|
Sole Dispositive Power 224,717 Class A ordinary shares (1)
| |||
|
8.
|
Shared Dispositive Power 4,430,447 Class A ordinary shares (2)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (3)
| |||
| 12. |
Type of Reporting Person (See Instructions) PN
| |||
(1) The reporting person is the record owner of these shares. By virtue of being the general partner of the reporting person, IDG-Accel China Growth Fund GP III Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being shareholders and the two directors of IDG-Accel China Growth Fund GP III Associates Ltd., Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China Growth Fund III Associates L.P., which is the general partner of IDG-Accel China Growth Fund III L.P. Quan Zhou and Chi Sing Ho are the controlling persons of IDG Technology Venture Investment IV, LLC, which is the general partner of IDG Technology Venture Investment IV, L.P. Quan Zhou and Chi Sing Ho are also the controlling persons of IDG Technology Venture Investment V, LLC, which is the general partner of IDG Technology Venture Investment V, L.P. By virtue of such relationships, each of IDG-Accel China Growth Fund III Associates L.P., IDG-Accel China Growth Fund III L.P., IDG Technology Venture Investment IV, L.P., IDG Technology Venture Investment IV, LLC, Technology Venture Investment V, LLC and IDG Technology Venture Investment V, L.P. may be deemed to have shared voting and dispositive power with respect to these shares.
(2) IDG-Accel China Growth Fund III L.P., IDG Technology Venture Investment V, L.P. and IDG Technology Venture Investment IV, L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate general partner or controlling persons. By virtue of such relationships, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.
(3) Percent of class is calculated based on an aggregate of
29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on Ap
ril 18, 2019.
Page 4 of 13
|
CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons IDG-Accel China Growth Fund GP III Associates Ltd.
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization Cayman Islands
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
Sole Voting Power 3,394,514 Class A ordinary shares (1)
| ||
|
6.
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Shared Voting Power 1,260,650 Class A ordinary shares (2)
| |||
|
7.
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Sole Dispositive Power 3,394,514 Class A ordinary shares (1)
| |||
|
8.
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Shared Dispositive Power 1,260,650 Class A ordinary shares (2)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (3)
| |||
| 12. |
Type of Reporting Person (See Instructions) CO
| |||
(1) IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person is the general partner of IDG-Accel China III Investors L.P. and IDG-Accel China Growth Fund III Associates L.P., which is the general partner of IDG-Accel China Growth Fund III L.P. By virtue of such relationships, the reporting person may be deemed to have sole voting and dispositive power with respect to these shares.
(2) IDG Technology Venture Investment V, L.P. and IDG Technology Venture Investment IV, L.P. are the record owners of these shares. The reporting person, IDG Technology Venture Investment V, L.P. and IDG Technology Venture Investment IV, L.P. have the same ultimate controlling persons. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.
(3) Percent of class is calculated based on an aggregate of
29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on April 18, 2019.
Page 5 of 13
|
CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons IDG Technology Venture Investment V, L.P.
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
Sole Voting Power 227,330 Class A ordinary shares (1)
| ||
|
6.
|
Shared Voting Power 4,427,834 Class A ordinary shares (2)
| |||
|
7.
|
Sole Dispositive Power 227,330 Class A ordinary shares (1)
| |||
|
8.
|
Shared Dispositive Power 4,427,834 Class A ordinary shares (2)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (3)
| |||
| 12. |
Type of Reporting Person (See Instructions) PN
| |||
(1) The reporting person is the record owner of these shares. By virtue of being the general partner of the reporting person, IDG Technology Venture Investment V, LLC may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the controlling persons of IDG Technology Venture Investment V, LLC, Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. Quan Zhou and Chi Sing Ho are the controlling persons of IDG Technology Venture Investment IV, LLC, which is the general partner of IDG Technology Venture Investment IV, L.P. Quan Zhou and Chi Sing Ho are also shareholders and the two directors of IDG-Accel China Growth Fund GP III Associates Ltd., which is the general partner of IDG-Accel China III Investors L.P. and IDG-Accel China Growth Fund III Associates L.P., which in turn is the general partner of IDG-Accel China Growth Fund III L.P. By virtue of such relationships, each of IDG Technology Venture Investment IV, LLC, Technology Venture Investment IV, L.P., IDG-Accel China Growth Fund GP III Associates Ltd., IDG-Accel China III Investors L.P., IDG Accel China Growth Fund III Associates L.P. and IDG-Accel China Growth Fund III L.P. may be deemed to have shared voting and dispositive power with respect to these shares.
(2) IDG Technology Venture Investment IV, L.P., IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate controlling persons. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.
(3) Percent of class is calculated based on an aggregate of 29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on April 18, 2019.
Page 6 of 13
|
CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons IDG Technology Venture Investment V, LLC
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
Sole Voting Power 227,330 Class A ordinary shares (1)
| ||
|
6.
|
Shared Voting Power 4,427,834 Class A ordinary shares (2)
| |||
|
7.
|
Sole Dispositive Power 227,330 Class A ordinary shares (1)
| |||
|
8.
|
Shared Dispositive Power 4,427,834 Class A ordinary shares (2)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (3)
| |||
| 12. |
Type of Reporting Person (See Instructions) OO
| |||
(1) IDG Technology Venture Investment V, L.P. is the record owner of these shares. By virtue of being the general partner of IDG Technology Venture Investment V, L.P., the reporting person may be deemed to have sole voting and dispositive power with respect to these shares.
(2) IDG Technology Venture Investment IV, L.P., IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate controlling persons. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.
(3) Percent of class is calculated based on an aggregate of 29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on April 18, 2019.
Page 7 of 13
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CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons IDG Technology Venture Investment IV, L.P.
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
Sole Voting Power 1,033,320 Class A ordinary shares (1)
| ||
|
6.
|
Shared Voting Power 3,621,844 Class A ordinary shares (2)
| |||
|
7.
|
Sole Dispositive Power 1,033,320 Class A ordinary shares (1)
| |||
|
8.
|
Shared Dispositive Power 3,621,844 Class A ordinary shares (2)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (3)
| |||
| 12. |
Type of Reporting Person (See Instructions) PN
| |||
(1) The reporting person is the record owner of these shares. By virtue of being the general partner of the reporting person, IDG Technology Venture Investment IV, LLC may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the controlling persons of IDG Technology Venture Investment IV, LLC , Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. Quan Zhou and Chi Sing Ho are the controlling persons of IDG Technology Venture Investment V, LLC, which is the general partner of IDG Technology Venture Investment V, L.P. Quan Zhou and Chi Sing Ho are also shareholders and the two directors of IDG-Accel China Growth Fund GP III Associates Ltd., which is the general partner of IDG-Accel China III Investors L.P. and IDG-Accel China Growth Fund III Associates L.P., which in turn is the general partner of IDG-Accel China Growth Fund III L.P. By virtue of such relationships, each of IDG Technology Venture Investment V, LLC, IDG Technology Venture Investment V, L.P., IDG-Accel China Growth Fund GP III Associates Ltd., IDG-Accel China III Investors L.P., IDG Accel China Growth Fund III Associates L.P. and IDG-Accel China Growth Fund III L.P. may be deemed to have shared voting and dispositive power with respect to these shares.
(2) IDG Technology Venture Investment V, L.P., IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate controlling persons. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.
(3) Percent of class is calculated based on an aggregate of 29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on April 18, 2019.
Page 8 of 13
|
CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons IDG Technology Venture Investment IV, LLC
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
Sole Voting Power 1,033,320 Class A ordinary shares (1)
| ||
|
6.
|
Shared Voting Power 3,621,844 Class A ordinary shares (2)
| |||
|
7.
|
Sole Dispositive Power 1,033,320 Class A ordinary shares (1)
| |||
|
8.
|
Shared Dispositive Power 3,621,844 Class A ordinary shares (2)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (3)
| |||
| 12. |
Type of Reporting Person (See Instructions) OO
| |||
(1) IDG Technology Venture Investment IV, L.P. is the record owner of these shares. By virtue of being the general partner of IDG Technology Venture Investment IV, L.P., the reporting person may be deemed to have sole voting and dispositive power with respect to these shares.
(2) IDG Technology Venture Investment V, L.P. and IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate controlling persons. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.
(3) Percent of class is calculated based on an aggregate of 29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on April 18, 2019.
Page 9 of 13
|
CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons Quan Zhou
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization The United States of America
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
Sole Voting Power 0 Class A ordinary shares
| ||
|
6.
|
Shared Voting Power 4,655,164 Class A ordinary shares (1)
| |||
|
7.
|
Sole Dispositive Power 0 Class A ordinary shares
| |||
|
8.
|
Shared Dispositive Power 4,655,164 Class A ordinary shares (1)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (2)
| |||
| 12. |
Type of Reporting Person (See Instructions) IN
| |||
(1) Including 1,033,320 Class A ordinary shares of which the record owner is IDG Technology Venture Investment IV, L.P., 227,330 Class A ordinary shares of which the record owner is IDG Technology Venture Investment V, L.P., 3,169,797 Class A ordinary shares of which the record owner is IDG-Accel China Growth Fund III L.P., and 224,717 Class A ordinary shares of which the record owner is IDG-Accel China III Investors L.P. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., of which the general partner is IDG-Accel China Growth Fund GP III Associates Ltd., of which the reporting person and Chi Sing Ho are shareholders and the two directors. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P. The general partner of IDG Technology Venture Investment IV, L.P. is IDG Technology Venture Investment IV, LLC, and the general partner of IDG Technology Venture Investment V, L.P. is IDG Technology Venture Investment V, LLC. The reporting person and Chi Sing Ho are the controlling persons of both IDG Technology Venture Investment IV, LLC and IDG Technology Venture Investment V, LLC. By virtue of such relationships, the reporting person may be deemed to have shared voting and dispositive power with respect to these shares.
(2) Percent of class is calculated based on an aggregate of 29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on April 18, 2019.
Page 10 of 13
|
CUSIP No.
|
50736W105 | |||
| 1. |
Names of Reporting Persons Chi Sing Ho
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Citizenship or Place of Organization Canada
| |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
Sole Voting Power 0 Class A ordinary shares
| ||
|
6.
|
Shared Voting Power 4,655,164 Class A ordinary shares (1)
| |||
|
7.
|
Sole Dispositive Power 0 Class A ordinary shares
| |||
|
8.
|
Shared Dispositive Power 4,655,164 Class A ordinary shares (1)
| |||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 4,655,164 Class A ordinary shares
| |||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
| |||
| 11. |
Percent of Class Represented by Amount in Row (9) 15.8% (2)
| |||
| 12. |
Type of Reporting Person (See Instructions) IN
| |||
(1) Including 1,033,320 Class A ordinary shares of which the record owner is IDG Technology Venture Investment IV, L.P., 227,330 Class A ordinary shares of which the record owner is IDG Technology Venture Investment V, L.P., 3,169,797 Class A ordinary shares of which the record owner is IDG-Accel China Growth Fund III L.P., and 224,717 Class A ordinary shares of which the record owner is IDG-Accel China III Investors L.P. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., of which the general partner is IDG-Accel China Growth Fund GP III Associates Ltd., of which the reporting person and Quan Zhou are shareholders and the two directors. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P. The general partner of IDG Technology Venture Investment IV, L.P. is IDG Technology Venture Investment IV, LLC, and the general partner of IDG Technology Venture Investment V, L.P. is IDG Technology Venture Investment V, LLC. The reporting person and Quan Zhou are the controlling persons of both IDG Technology Venture Investment IV, LLC and IDG Technology Venture Investment V, LLC. By virtue of such relationships, the reporting person may be deemed to have shared voting and dispositive power with respect to these shares.
(2) Percent of class is calculated based on an aggregate of 29,476,557 Class A ordinary shares as disclosed on Form 20-F filed by the Issuer on April 18, 2019.
Page 11 of 13
Item 1(a). Name of Issuer
LAIX Inc.
Item 1(b). Address of Issuer’s Principal Executive Offic es
3/F, Building B, No. 1687
Changyang Road, Yangpu District,
Shanghai, People’s Republic of China
Item 2(a). Name of Persons Filing
| 1. | IDG-Accel China Growth Fund III L.P. |
| 2. | IDG-Accel China Growth Fund III Associates L.P. |
| 3. | IDG-Accel China III Investors L.P. |
| 4. | IDG-Accel China Growth Fund GP III Associates Ltd. |
| 5. | IDG Technology Venture Investment V, L.P. |
| 6. | IDG Technology Venture Investment V, LLC |
| 7. | IDG Technology Venture Investment IV, L.P. | |
| 8. | IDG Technology Venture Investment IV, LLC | |
| 9. | Quan Zhou |
| 10. | Chi Sing Ho |
Item 2(b). Address of Principal Business Office or, If None, Residence
For all reporting persons:
c/o IDG Capital Management (HK) Limited.
Unit 5505, The Center
99 Queen’s Road Central
Hong Kong
Item 2(c). Citizenship
Quan Zhou is a citizen of the United States of America. Chi Sing Ho is a citizen of Canada. Each of IDG-Accel China Growth Fund III L.P., IDG-Accel China Growth Fund III Associates L.P., IDG-Accel China III Investors L.P. and IDG-Accel China Growth Fund GP III Associates Ltd. is organized under the laws of the Cayman Islands. Each of IDG Technology Venture Investment IV, L.P., IDG Technology Venture Investment IV, LLC, IDG Technology Venture Investment V, L.P. and IDG Technology Venture Investment V, LLC is organized under the laws of the State of Delaware.
Item 2(d). Title of Class of Securities
Class A ordinary shares, US$0.001 par value per share
Item 2(e). CUSIP Number
CUSIP number 50736W105 has been assigned to ADSs of the Issuer.
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:
| (a) | o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
Page 12 of 13
| (c) | o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | o An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F); |
| (g) | o A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G); |
| (h) | o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o 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) | o A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | o Group, in accordance with Rule 13d–1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance wit h Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.
N/A.
Item 4. Ownership.
The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class.
N/A.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
N/A.
Item 8. Identification and Classification of Members of the Group.
N/A.
Item 9. Notice of Dissolution of Group.
N/A.
Item 10. Certifications.
N/A.
Page 13 of 13
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 13, 2020
|
IDG-Accel China Growth Fund III L.P. By: IDG-Accel China Growth Fund III Associates L.P., its General Partner By: IDG-Accel China Growth Fund GP III Associates Ltd., General Partner of IDG-Accel China Growth Fund III Associates L.P. |
|||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Director | |||
|
IDG-Accel China III Investors L.P. By: IDG-Accel China Growth Fund GP III Associates Ltd., its General Partner |
|||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Director | |||
|
IDG Technology Venture Investment IV, L.P. By: IDG Technology Venture Investment IV, LLC its General Partner |
|||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Managing Member | |||
|
IDG Technology Venture Investment V, L.P. By: IDG Technology Venture Investment V, LLC its General Partner |
|||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Managing Member | |||
|
IDG-Accel China Growth Fund III Associates L.P. By: IDG-Accel China Growth Fund GP III Associates Ltd., its General Partner |
|||
| ; | |||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Director | |||
| IDG-Accel China Growth Fund GP III Associates Ltd. | |||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Director | |||
| IDG Technology Venture Investment IV, LLC | |||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Managing Member | |||
| IDG Technology Venture Investment V, LLC | |||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Managing Member | |||
| QUAN ZHOU | |||
| /s/ Quan Zhou | |||
| CHI SING HO | |||
| /s/ Chi Sing Ho | |||
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares, par value US$0.001 per share of LAIX Inc., a Cayman Islands company; and (ii) that this joint filing agreement may be included as an Exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
Dated: February 13, 2020
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IDG-Accel China Growth Fund III L.P. By: IDG-Accel China Growth Fund III Associates L.P., its General Partner By: IDG-Accel China Growth Fund GP III Associates Ltd., General Partner of IDG-Accel China Growth Fund III Associates L.P. |
|||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Director | |||
|
IDG-Accel China III Investors L.P. By: IDG-Accel China Growth Fund GP III Associates Ltd., its General Partner |
|||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Director | |||
|
IDG Technology Venture Investment IV, L.P. By: IDG Technology Venture Investment IV, LLC its General Partner |
|||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Managing Member | |||
|
IDG Technology Venture Investment V, L.P. By: IDG Technology Venture Investment V, LLC its General Partner |
|||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Managing Member | |||
|
IDG-Accel China Growth Fund III Associates L.P. By: IDG-Accel China Growth Fund GP III Associates Ltd., its General Partner |
|||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Director | |||
| IDG-Accel China Growth Fund GP III Associates Ltd. | |||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Director | |||
| IDG Technology Venture Investment IV, LLC | |||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Managing Member | |||
| IDG Technology Venture Investment V, LLC | |||
| By: | /s/ Quan Zhou | ||
| Name: Quan Zhou | |||
| Title: Managing Member | |||
| QUAN ZHOU | |||
| /s/ Quan Zhou | |||
| CHI SING HO | ||
| /s/ Chi Sing Ho | ||