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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Jianpu Technology Inc. (Name of Issuer) |
Class A ordinary shares, US$0.0001 par value per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
HSG Holding Ltd Suite 3613, 36/F, Two Pacific Place, 88 Queensway Hong Kong, F4, 000000 (852) 2501 8989 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
HSG CV IV Holdco, Ltd. ("HSG CV IV Holdco") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
55,952,470.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
HSG CV IV Senior Holdco, Ltd. ("HSG CV IV Senior Holdco") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
55,952,470.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
HongShan Capital Venture Fund IV, L.P. ("HongShan Capital Venture Fund IV") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
55,952,470.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
HSG Venture IV Management, L.P. ("HSG Venture IV Management") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
55,952,470.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
HSG GF Holdco III-A, Ltd. ("HSG GF Holdco III-A") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,384,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
HongShan Capital Growth Fund III, L.P. ("HongShan Capital Growth Fund III") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,384,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
HSG Growth III Management, L.P. ("HSG Growth III Management") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,384,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
HSG Holding Ltd ("HSG Holding") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,337,346.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
SNP China Enterprises Limited ("SNP China Enterprises") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,337,346.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Neil Nanpeng Shen ("NS") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,337,346.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, US$0.0001 par value per share | |
| (b) | Name of Issuer:
Jianpu Technology Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5F TIMES CYBER BUILDING, 19 SOUTH, HAIDIAN ROAD, HAIDIAN DISTRICT, Beijing,
CHINA
, 100080. | |
Item 1 Comment:
EXPLANATORY NOTEThis Amendment No. 1 (this "
Amendment No. 1") amends and supplements the Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on August 10, 2018 relating to the Class A Ordinary Shares, $0.0001 par value per share (the "Class A Ordinary Shares"), of Jianpu Technology Inc., a Cayman Islands exempted company ("Jianpu" or "the Issuer"). This Amendment No. 1 is filed to reflect its new percentage beneficial ownership in the Issuer, which has decreased as a result of an increase in the number of shares of outstanding Class A ordinary shares of the Issuer. It also reflects changes in the names of certain of the Reporting Persons. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | HSG CV IV Holdco, Ltd.HSG CV IV Senior Holdco, Ltd.HongShan Capital Venture Fund IV, L.P.HSG Venture IV Management, L.P.HSG GF Holdco III-A, Ltd.HongShan Capital Growth Fund III, L.P.HSG Growth III Management, L.P.HSG Holding LtdSNP China Enterprises LimitedNeil Nanpeng Shen | |
| (b) | Suite 3613, 36/F, Two Pacific Place88 QueenswayHong Kong | |
| (c) | The principal occupation or employment of each of HSG CV IV Holdco, HSG CV IV Senior Holdco, HongShan Capital Venture Fund IV, HSG GF Holdco III-A and HongShan Capital Growth Fund III is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident thereto. HSG CV IV Senior Holdco owns 100% of the outstanding ordinary shares of HSG CV IV Holdco. HongShan Capital Venture Fund IV owns 100% of the outstanding ordinary shares of HSG CV IV Senior Holdco. HongShan Capital Growth Fund III owns 100% of the outstanding ordinary shares of HSG GF Holdco III-A. The principal occupation of HSG Venture IV Management is to serve as the general partner of HongShan Capital Venture Fund IV and certain other affiliated investment funds. The principal occupation or employment of HSG Growth III Management is to serve as the general partner of HongShan Capital Growth Fund III and certain other affiliated investment funds. The principal occupation or employment of HSG Holding is to serve as general partner of each of HSG Venture IV Management and HSG Growth III Management as well as certain other affiliated entities. The principal occupation or employment of SNP China Enterprises is to serve as the parent company of HSG Holding. NS is the sole owner of SNP China Enterprises. | |
| (d) | During the last five years, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or other minor offenses). | |
| (e) | During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | HSG CV IV Holdco, HSG CV IV Senior Holdco, HongShan Capital Venture Fund IV, HSG Venture IV Management, HSG GF Holdco III-A, HongShan Capital Growth Fund III, HSG Growth III Management and HSG Holding are each organized under the laws of the Cayman Islands. SNP China Enterprises is organized under the laws of the British Virgin Islands. NS is a citizen of Hong Kong SAR. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to Rows (7) through (11), and (13) of the cover page of this Amendment No. 1 are incorporated herein by reference.The percentage of Class A Ordinary Shares beneficially owned by each Reporting Person reported in this Amendment No. 1 is calculated based upon (i) 355,404,775 Class A Ordinary Shares outstanding as of December 31, 2023, as reported by the Issuer in its Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on April 19, 2024 (the "2023 Annual Report"), (ii) 69,370,965 Class B ordinary shares outstanding as of December 31, 2023, as reported in the 2023 Annual Report, (iii) the conversion of all outstanding Class B ordinary shares to Class A Ordinary Shares on April 13, 2025, as reported by the Issuer in its Current Report on Form 6-K, filed with the SEC on February 15, 2025 and (iv) the repurchase of 49,595,615 ordinary shares, as reported by the Issuer in its Interim Report for the period ended June 30, 2024, filed with the SEC on a Current Report on Form 6-K on August 23, 2024. | |
| (b) | See Item 5(a). | |
| (c) | The Reporting Persons have not effected any transactions in the Ordinary Shares during the past 60 days. | |
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|