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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
So-Young International Inc.
(Name of Issuer)
Class A Ordinary Shares $0.0005 par value per share
(Title of Class of Securities)
83356Q108**
(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:
☐ 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 the disclosures provided in a prior cover page. |
| ** | CUSIP number 83356Q108 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “SY.” Thirteen ADSs represent ten Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer. |
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 No. 83356Q108 | SCHEDULE 13G |
| 1. |
Names of Reporting Persons
Matrix Partners China III, L.P. | |||||
| 2. | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 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
| ||||
| 6. | Shared Voting Power
10,767,031 (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
10,767,031 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,767,031 (2) | |||||
| 10. | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11. | Percent of class represented by amount in row (9)
13.2% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by Matrix Partners China III Hong Kong Limited (“Matrix HK III”), Matrix Partners China III, L.P. (“Matrix China III”), Matrix Partners China III-A, L.P. (“Matrix China III-A”), Matrix China Management III, L.P. (“Matrix Management III”), Matrix China III GP GP, Ltd. (“Matrix III GP”) and Yibo Shao (“Shao,” collectively, with Matrix HK III, Matrix China III, Matrix China III-A, Matrix Management III and Matrix III GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 10,767,031 Class A ordinary shares held indirectly by Matrix China III (through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Shao, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 81,371,718 Class A ordinary shares outstanding as of December 31, 2019, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | SCHEDULE 13G |
| 1. |
Names of Reporting Persons
Matrix Partners China III-A, L.P. | |||||
| 2. | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 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
| ||||
| 6. | Shared Voting Power
1,196,336 (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
1,196,336 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,196,336 (2) | |||||
| 10. | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11. | Percent of class represented by amount in row (9)
1.5% (3) | |||||
| 12. 0; | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 1,196,336 Class A ordinary shares held indirectly by Matrix China III-A (through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Shao, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 81,371,718 Class A ordinary shares outstanding as of December 31, 2019, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | SCHEDULE 13G |
| 1. |
Names of Reporting Persons
Matrix China Management III, L.P. | |||||
| 2. | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 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
0 | ||||
| 6. | Shared Voting Power
11,963,367 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,963,367 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,963,367 (2) | |||||
| 10. | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11. | Percent of class represented by amount in row (9)
14.7% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 10,767,031 Class A ordinary shares held indirectly by Matrix China III and 1,196,336 Class A ordinary shares held indirectly by Matrix China III-A (in each case through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Shao, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 81,371,718 Class A ordinary shares outstanding as of December 31, 2019, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | SCHEDULE 13G |
| 1. |
Names of Reporting Persons
Matrix China III GP GP, Ltd. | |||||
| 2. | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 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
0 | ||||
| 6. | Shared Voting Power
11,963,367 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,963,367 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,963,367 (2) | |||||
| 10. | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11. | Percent of class represented by amount in row (9)
14.7% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 10,767,031 Class A ordinary shares held indirectly by Matrix China III and 1,196,336 Class A ordinary shares held indirectly by Matrix China III-A (in each case through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Shao, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 81,371,718 Class A ordinary shares outstanding as of December 31, 2019, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | SCHEDULE 13G |
| 1. |
Names of Reporting Persons
Yibo Shao | |||||
| 2. | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | Sec Use Only
| |||||
| 4. | Citizenship or Place of Organization
People’s Republic of China | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
11,963,367 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,963,367 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,963,367 (2) | |||||
| 10. | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11. | Percent of class represented by amount in row (9)
14.7% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 10,767,031 Class A ordinary shares held indirectly by Matrix China III and 1,196,336 Class A ordinary shares held indirectly by Matrix China III-A (in each case through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Shao, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 81,371,718 Class A ordinary shares outstanding as of December 31, 2019, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | SCHEDULE 13G |
| 1. |
Names of Reporting Persons
Matrix Partners China III Hong Kong Limited | |||||
| 2. | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | Sec Use Only
| |||||
| 4. | Citizenship or Place of Organization
Hong Kong, China | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
11,963,367 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,963,367 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,963,367 (2) | |||||
| 10. | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11. | Percent of class represented by amount in row (9)
14.7% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 10,767,031 Class A ordinary shares held indirectly by Matrix China III and 1,196,336 Class A ordinary shares held indirectly by Matrix China III-A (in each case through HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Shao, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 81,371,718 Class A ordinary shares outstanding as of December 31, 2019, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | SCHEDULE 13G |
| Item 1. | Issuer |
(a) Name of Issuer: So-Young International Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
3/F, Wangjing Soho-Tower 3A
Chaoyang District Beijing 100102
People’s Republic of China
| Item 2. | Filing Person |
(a) – (c) Name of Persons Filing; Address; Citizenship:
This statement on Schedule 13G is being filed jointly by the following persons, collectively, the “Reporting Persons”:
(a) Name of Person Filing
Matrix Partners China III, L.P. (“Matrix China III”)
Matrix Partners China III-A, L.P. (“Matrix China III-A”)
Matrix China Management III, L.P. (“Matrix Management III”)
Matrix Chin a III GP GP, Ltd. (“Matrix III GP”)
Matrix Partners China III Hong Kong Limited (“Matrix HK III”)
Yibo Shao (“Shao”)
(b) Address of Principal Business Office or, if none, Residence
Matrix Partners China III, L.P.
Matrix Partners China III-A, L.P.
Matrix China Management III, L.P.
Matrix China III GP GP, Ltd.
Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Matrix Partners China III Hong Kong Limited
Yibo Shao
Flat 2807, 28/F
AIA Central
No. 1 Connaught Road, Central
Hong Kong, China
(c) Citizenship
Matrix Partners China III, L.P.: Cayman Islands
Matrix Partners China III-A, L.P.: Cayman Islands
Matrix China Management III, L.P.: Cayman Islands
Matrix China III GP GP, Ltd.: Cayman Islands
Matrix Partners China III Hong Kong Limited: Hong Kong
Yibo Shao: People’s Republic of China
| CUSIP No. 83356Q108 | SCHEDULE 13G |
(d) Title of Class of Securities: ordinary shares, par value of $0.0005 per share, of the issuer.
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to thirty votes and is convertible into one Class A ordinary share at any time by the holders thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
(e) CUSIP No.: 83356Q108
CUSIP number 83356Q108 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “SY.” No CUSIP number has been assigned to ordinary shares of the issuer.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
The following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons filing this Statement is provided as of December 31, 2019:
(a) Amount beneficially owned:
See Row 9 and the corresponding footnotes on the cover page for each Reporting Person.
(b) Percent of Class:
See Row 11 and the corresponding footnotes on the cover page for each Reporting Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Row 5 and the corresponding footnotes on the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 and the corresponding footnotes on the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 and the corresponding footnotes on the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 and the corresponding footnotes on the cover page for each Reporting Person.
| 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 or control person. |
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. | Certifications. |
Not applicable.
Exhibits:
| Exhibit I: | Joint Filing Agreement by and among Matrix Partners China III Hong Kong Limited, Matrix Partners China III, L.P., Matrix Partners China III-A, L.P., Matrix China Management III, L.P., Matrix China III GP GP, Ltd. and Yibo Shao. | |
| CUSIP No. 83356Q108 | SCHEDULE 13G |
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
MATRIX PARTNERS CHINA III HONG KONG LIMITED
| By: | /s/ Yibo Shao | |
| Name: | Yibo Shao | |
| Title: | Director |
MATRIX PARTNERS CHINA III, L.P.
By: Matrix China Management III, L.P.
By: Matrix China III GP GP, Ltd.
| By: | /s/ Yibo Shao | |
| Name: | Yibo Shao | |
| Title: | Director |
MATRIX PARTNERS CHINA III-A, L.P.
By: Matrix China Management III, L.P.
By: Matrix China III GP GP, Ltd.
| By: | /s/ Yibo Shao | |
| Name: | Yibo Shao | |
| Title: | Director |
MATRIX CHINA MANAGEMENT III, L.P.
By: Matrix China III GP GP, Ltd.
| By: | /s/ Yibo Shao | |
| Name: | Yibo Shao | |
| Title: | Director |
MATRIX CHINA III GP GP, LTD.
| By: | /s/ Yibo Shao | |
| Name: | Yibo Shao | |
| Title: | Director |
| /s/ Yibo Shao | ||
| YIBO SHAO | ||