Sec Form 13G Filing - Matrix Partners China I GP GP filing for Sound Group Inc. (SOGP) - 2024-02-08

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.

CUSIP number 53933L 203 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “SOGP.” One ADS represents two hundred Class A ordinary shares of the issuer. No CUSIP number has been assigned to the ordinary shares of the issuer.

 Name of Reporting Persons

 Matrix Partners China I, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒(1)

 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

 85,701,200 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 85,701,200 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 85,701,200 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 8.2% (3)

 Type of Reporting Person (See Instructions)

 PN

This statement on Schedule 13G is filed by Matrix HK I, Matrix China I, Matrix China I-A, Matrix Management I, and Matrix I GP (each as defined in Item 2(a) of the Original 13G (as defined below)) and David Su (“Su,” collectively, with Matrix HK I, Matrix China I, Matrix China I-A, Matrix Management I and Matrix I GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of 428,506 ADSs held indirectly by Matrix China I (through Matrix HK I). Matrix Management I and Matrix I GP are the direct and indirect general partners, respectively, of Matrix China I and Matrix China I-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix I GP, may be deemed to share voting and dispositive power over these shares.

This percentage is based on a total of 1,050,299,610 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.

 Name of Reporting Persons

 Matrix Partners China I-A, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒(1)

 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

 8,683,400 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 8,683,400 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 8,683,400 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 0.8% (3)

 Type of Reporting Person (See Instructions)

 PN

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of 43,417 ADSs held indirectly by Matrix China I-A (through Matrix HK I). Matrix Management I and Matrix I GP are the direct and indirect general partners, respectively, of Matrix China I and Matrix China I-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix I GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on a total of 1,050,299,610 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.

 Name of Reporting Persons

 Matrix China Management I, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒(1)

 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

 94,384,600 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 94,384,600 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 94,384,600 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 9.0% (3)

 Type of Reporting Person (See Instructions)

 PN

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of (i) 428,506 ADSs held indirectly by Matrix China I and (ii) 43,417 ADSs held indirectly by Matrix China I-A (in each case through Matrix HK I). Matrix Management I and Matrix I GP are the direct and indirect general partners, respectively, of Matrix China I and Matrix China I-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix I GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on a total of 1,050,299,610 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.

 Name of Reporting Persons

 Matrix China I GP GP, Ltd.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒(1)

 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

 94,384,600 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 94,384,600 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 94,384,600 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 9.0% (3)

 Type of Reporting Person (See Instructions)

 CO

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of (i) 428,506 ADSs held indirectly by Matrix China I and (ii) 43,417 ADSs held indirectly by Matrix China I-A (in each case through Matrix HK I). Matrix Management I and Matrix I GP are the direct and indirect general partners, respectively, of Matrix China I and Matrix China I-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix I GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on a total of 1,050,299,610 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.

 Name of Reporting Persons

 Matrix Partners China I Hong Kong Limited

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒(1)

 SEC Use Only

 Citizenship or Place of Organization

 Hong Kong, China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 94,384,600 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 94,384,600 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 94,384,600 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 9.0% (3)

 Type of Reporting Person (See Instructions)

 CO

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of (i) 428,506 ADSs held indirectly by Matrix China I and (ii) 43,417 ADSs held indirectly by Matrix China I-A (in each case through Matrix HK I). Matrix Management I and Matrix I GP are the direct and indirect general partners, respectively, of Matrix China I and Matrix China I-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix I GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on a total of 1,050,299,610 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.

 Name of Reporting Persons

 David Su Tuong Sing

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒(1)

 SEC Use Only

 Citizenship or Place of Organization

 Republic of Singapore

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 94,384,600 (2)

 Sole Dispositive Power

 0

 Shared Dispositive Power

 94,384,600 (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 94,384,600 (2)

 Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 9.0% (3)

 Type of Reporting Person (See Instructions)

 IN

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Consists of (i) 428,506 ADSs held indirectly by Matrix China I and (ii) 43,417 ADSs held indirectly by Matrix China I-A (in each case through Matrix HK I). Matrix Management I and Matrix I GP are the direct and indirect general partners, respectively, of Matrix China I and Matrix China I-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix I GP, may be deemed to share voting and dispositive power over these shares.

This percentage is calculated based on a total of 1,050,299,610 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.

Issuer

Name of Issuer: Sound Group Inc. (the “Issuer”)

Address of Issuer’s Principal Executive Offices:

Filing Person

Name of Persons Filing; Address; Citizenship

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such Ordinary Shares, except for the shares, if any, such Reporting Person holds of record.

/s/ David Su