Sec Form 13G Filing - Lightspeed China Partners I L.P. filing for FINVOLUTION GROUP SPONSORED AD (FINV) - 2023-08-02

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 disclosures provided in a prior cover page.

CUSIP number G3524C107 has been assigned to the Class A ordinary shares of the issuer. CUSIP number 31810T101 has also been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on the New York Stock Exchange under the symbol “FINV.” Each ADS represents five Class A ordinary shares of the issuer.

  Name of Reporting Person

  Lightspeed China Partners I GP, LLC

  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

  43,465,460 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  43,465,460 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Be neficially Owned by Each Reporting Person

  43,465,460 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row 9

  3.0% (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). ⁽²⁾ See Item 4.

  Type of Reporting Person

  CO

Represents (i) 7,647,310 ADSs, representing 38,236,550 Class A ordinary shares held by Lightspeed China Partners I, L.P., and (ii) 1,045,782 ADSs, representing 5,228,910 Class A ordinary shares held by Lightspeed China Partners I-A, L.P.

Based on a total of 1,433,791,404 ordinary shares (being the sum of 854,591,404 Class A ordinary shares and 579,200,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

  Name of Reporting Person

  Lightspeed China Partners I, L.P.

  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

  38,236,550 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  38,236,550 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  38,236,550 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row 9

  2.7% (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). ⁽²⁾ See Item 4.

  Type of Reporting Person

  PN

Represents 7,647,310 ADSs, representing 38,236,550 Class A ordinary shares held by Lightspeed China Partners I, L.P.

Based on a total of 1,433,791,404 ordinary shares (being the sum of 854,591,404 Class A ordinary shares and 579,200,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

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

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Ownership:

Reporting Person

Lightspeed China Partners I GP, LLC

Lightspeed China Partners I, L.P.

Represents (i) 7,647,310 ADSs, representing 38,236,550 Class A ordinary shares held by Lightspeed China Partners I, L.P., and (ii) 1,045,782 ADSs, representing 5,228,910 Class A ordinary shares held by Lightspeed China Partners I-A, L.P. Lightspeed China Partners I, L.P. and Lightspeed China Partners I-A, L.P. are Cayman Islands limited partnerships. Lightspeed China Partners I GP, LLC, a limited liability company, is the general partner of both Lightspeed China Partners I, L.P. and Lightspeed China Partners I-A, L.P. Ronald Cao and James Qun Mi are controlling shareholders of Lightspeed China Partners I GP, LLC. Both Ronald Cao and James Qun Mi disclaim beneficial ownership of their shares held by Lightspeed funds, except to the extent of their pecuniary interest therein.

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,433,791,404 ordinary shares (being the sum of 854,591,404 Class A ordinary shares and 579,200,000 Class B ordinary shares, and assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) of the Issuer outstanding as of December 31, 2021. In computing the percentage ownership of a Reporting Person, we have included shares that the Reporting Person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2021.

For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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 or Controlling Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

Description