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.
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- Peter Lynch
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THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)*
GDS HOLDINGS LIMITED
(Name of Issuer)
AMERICAN DEPOSITARY SHARES, EACH REPRESENTING EIGHT CLASS A
ORDINARY SHARES, PAR VALUE $0.00005 PER SHARE
(Title of Class of Securities)
36165L108
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedu*
le is filed:
[ ] Rule 13d-1(b)
[ X ] 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 disc*
losures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deem*
ed 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. 36165L108
1.
NAMES OF REPORTING PERSONS
12 West Capital Management LP
45-3076594
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER: 9,988,361**
6.
SHARED VOTING POWER: 0**
7.
SOLE DISPOSITIVE POWER: 9,988,361**
8.
SHARED DISPOSITIVE POWER: 0**
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,988,361**
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.60%
12.
TYPE OF REPORTING PERSON (see instructions): IA
**12 West Capital Management LP ("12 West Management") serves as the investmen*
t manager to 12 West Capital Fund LP, a Delaware limited partnership ("12 West *
Onshore Fund"), 12 West Capital Offshore Fund LP, a Cayman Islands exempted lim*
ited partnership ("12 West Offshore Fund"), and DC Opportunity Fund LLC, a Dela*
ware limited liability company ("DCOF"), and possesses the sole power to vote a*
nd the sole power to direct the disposition of all securities of GDS Holdings L*
nimited (the "Company") held by 12 West Onshore Fund, 12 West Offshore Fund, an*
d DCOF. Joel Ramin, as the sole member of 12 West Capital Management, LLC, the *
general partner of 12 West Management, possesses the voting and dispositive pow*
er with respect to all securities beneficially owned by 12 West Management.
As of December 31, 2020, The Company had 178,448,600 Class A ordinary shares, *
par value $0.00005 per share (the "Ordinary Shares") outstanding. As of Decembe*
r 31, 2020, 12 West Onshore Fund held 5,732,167 ADS Shares of the Company, 12 W*
est Offshore Fund held 3,862,647 ADS Shares of the Company, and DCOF held 393,5*
47 ADS Shares of the Company. As a result of the foregoing, for purposes of Reg*
.. Section 240.13d-3, 12 West Management is deemed to beneficially own the 9,988*
,361 ADS Shares of the Company, representing 5.60% of the Company's Ordinary Sh*
ares deemed issued and outstanding as of December 31, 2020.
Item 1.
(a)
Name of Issuer
GDS Holdings Limited
(b)
Address of Issuer's Principal Executive Offices
2/F, Tower 2, Youyou Century Place
428 South Yanggao Road
Pudong, Shanghai 200127
People's Republic of China
Item 2.
(a)
Name of Person Filing
12 West Capital Management LP
(b)
Address of Principal Business Office, or, If None, Residence:
90 Park Avenue
40th Floor
New York, New York 10016
(c)
Citizenship:
12 West Capital Management LP is a Delaware limited partnership
(d)
Title of Class of Securities
Class A ordinary shares, par value $0.00005 per share
(e)
CUSIP Number
36165L108
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or *
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership.
(a) Amount beneficially owned: 9,988,361**
(b) Percent of class: 5.60%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 9,988,361**
(ii) Shared power to vote or to direct the vote: 0**
(iii) Sole power to dispose or to direct the disposition of: 9,988,361**
(iv) Shared power to dispose or to direct the disposition of: 0**
__________________
**12 West Capital Management LP ("12 West Management") serves as the investmen*
t manager to 12 West Capital Fund LP, a Delaware limited partnership ("12 West *
Onshore Fund"), 12 West Capital Offshore Fund LP, a Cayman Islands exempted lim*
ited partnership ("12 West Offshore Fund"), and DC Opportunity Fund LLC, a Dela*
ware limited liability company ("DCOF"), and possesses the sole power to vote a*
nd the sole power to direct the disposition of all securities of GDS Holdings L*
imited (the "Company") held by 12 West Onshore Fund, 12 West Offshore Fund, and*
DCOF. Joel Ramin, as the sole member of 12 West Capital Management, LLC, the g*
eneral partner of 12 West Management, possesses the voting and dispositive pow*
er with respect to all securities beneficially owned by 12 West Management.
As of December 31, 2020, The Company had 178,448,600 Class A ordinary shares,*
par value $0.00005 per share (the "Ordinary Shares") outstanding. As of Decem*
ber 31, 2020, 12 West Onshore Fund held 5,732,167 ADS Shares of the Company,*
12 W*
est Offshore Fund held 3,862,647 ADS Shares of the Company, and DCOF held 393,5*
47 ADS Shares of the Company. As a result of the foregoing, for purposes of Reg*
.. Section 240.13d-3, 12 West Management is deemed to beneficially own the 9,988*
361 ADS Shares of the Company, representing 5.60% of the Company's Ordinary Sh*
ares deemed issued and outstanding as of December 31, 2020.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the*
Security Being Reported on By the Parent Holding Company.
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.
By signing below I certify that, to the best of my knowledge and be*
lief, the securities referred to above were not acquired and are not held for*
the purpose of or with the effect of changing or influencing the control of*
the issuer of the securities and were not acquired and are not held in conn*
ection with or as a participant in any transaction having that purpose or*
effect.
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 16, 2021
12 WEST CAPITAL MANAGEMENT LP
By: 12 West Capital Management, LLC, its General Partner
By: /s/ Joel Ramin______________
Joel Ramin, its Sole Member