Sec Form 13G Filing - SC US (TTGP) LTD. @ PDD Holdings Inc.

Sec Form 13G Filing - SC US (TTGP) LTD. filing for PDD Holdings Inc. (PDD) - 2022-02-14

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

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Pinduoduo Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.000005 per share

(Title of Class of Securities)

722304102**

(CUSIP Number)

December 31, 2021

(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 disclosures provided in a prior cover page.


** This CUSIP number applies to the Issuer’s American depositary shares, each representing four Class A Ordinary Shares.

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).

¹	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

¹	Represented by 1,594,424 American Depositary Shares.

²	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

¹	Represented by 87,326 American Depositary Shares.

²	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

¹	Represented by 68,249 American Depositary Shares.

²	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

¹	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.2%¹

¹	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

¹	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

¹	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

¹	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

Represented by 9,400 American Depository Shares.

Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.


¹		Represented by 31,040 American Depositary Shares and 4,825,404 Class A ordinary shares.
²		Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.


¹		Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.


¹		Represented by 3,427,549 American Depositary Shares.
²		Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.


¹		Represented by 72,451 American Depositary Shares.
²		Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.


¹		Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

¹	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.


¹ Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F f iled with the Securities and Exchange Commission on April 30, 2021.


¹ Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.


¹ Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.


1	NAME OF REPORTING PERSON ROELOF BOTHA (“RB”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 269,725
		6	SHARED VOTING POWER 94,320,056 shares, of which 80,320,056 shares are directly owned by SC GGFII HOLD, 13,710,196 shares are directly owned by SC GGF III and 289,804 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. RB and DL.
		7	SOLE DISPOSITIVE POWER 269,725¹
		8	SHARED DISPOSITIVE POWER 94,320,056 shares, of which 80,320,056 shares are directly owned by SC GGFII HOLD, 13,710,196 shares are directly owned by SC GGF III and 289,804 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. RB and DL.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,589,781
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7%²
12	TYPE OF REPORTING PERSON IN

¹	Represented by 23,747 American Depositary Shares and 174,737 Class A ordinary shares.

²	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.


1	NAME OF REPORTING PERSON DOUGLAS LEONE (“DL”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 67,261
		6	SHARED VOTING POWER 94,320,056 shares, of which 80,320,056 shares are directly owned by SC GGFII HOLD, 13,710,196 shares are directly owned by SC GGF III and 289,804 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. RB and DL.
		7	SOLE DISPOSITIVE POWER 67,261¹
		8	SHARED DISPOSITIVE POWER 94,320,056 shares, of which 80,320,056 shares are directly owned by SC GGFII HOLD, 13,710,196 shares are directly owned by SC GGF III and 289,804 shares are directly owned by SC GGPF III. SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. RB and DL.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,387,317
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7%²
12	TYPE OF REPORTING PERSON IN

¹	Represented by 5,555 American Depositary Shares and 45,041 Class A ordinary shares.

²	Based on a total of 3,545,065,888 Class A ordinary shares outstanding as of December 31, 2020, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2021.

ITEM 1.


(a) Name of Issuer:

Pinduoduo Inc.


(b) Address of Issuer’s Principal Executive Offices:

28/F, No. 533 Loushanguan Road

Changning District, Shanghai 200051

People’s Republic of China

ITEM 2.


(a) Name of Persons Filing:

SCC Growth IV Holdco A, Ltd.

Sequoia Capital China Growth Fund V, L.P.

Sequoia Capital China Growth Partners Fund V, L.P.

Sequoia Capital China Growth V Principals Fund, L.P.

Sequoia Capital China Growth Fund IV, L.P.

SC China Growth V Management, L.P.

SC China Growth IV Management, L.P.

SC China Holding Limited

SNP China Enterprises Limited

URM Management Limited

Neil Nanpeng Shen

SC GGFII Holdco, Ltd.

Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.

Sequoia Capital Global Growth Fund III - Endurance Partners Principals Fund, L.P.

Sequoia Capital Global Growth Fund II, L.P.

Sequoia Capital Global Growth II Principals Fund, L.P.

Sequoia Capital Global Growth Fund III - Endurance Partners Management, L.P.

SC Global Growth II Management, L.P.

SC US (TTGP), Ltd.

Roelof Botha

Douglas Leone

SCCG HOLDCO IV-A is wholly owned by SCCGF IV. The General Partner of each of SCCGF V, SCCGPF V and SCCG V PF is SCCG V MGMT. The General Partner of SCCGF IV is SCCG IV MGMT. SCC HOLD is the General Partner of each of SCCG V MGMT and SCCG IV MGMT. SNP wholly owns SCC HOLD. NS wholly owns SNP and URM MANAGEMENT

SC GGFII HOLD is wholly owned by SC GGF II and SC GGPF II. The General Partner of each of SC GGF II and SC GGPF II is SC GG II MGMT. The General Partner of each of SC GGF III and SC GGPF III is SC GGF III MGMT. SC US TTGP is the General Partner of each of SC GG II MGMT and SC GGF III MGMT. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGFII HOLD, SC GGF III and SC GGPF III are Messrs. RB and DL.


(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025


(c) Citizenship:

SCCG HOLDCO IV-A, SCCGF V, SCCGPF V, SCCG V PF, SCCGF IV, SCCG V MGMT, SCCG IV MGMT, SCC HOLD, URM MANAGEMENT, SC GGFII HOLD, SC GGF III, SC GGPF III, SC GGF II, SC GGPF II, SC GGF III MGMT, SC GG II MGMT and SC US TTGP: Cayman Islands

SNP: British Virgin Islands

NS: Hong Kong SAR

RB, DL: USA

(d) CUSIP Number:

722304102


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

SEE ROWS 5 THROUGH 11 OF COVER PAGES


ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.


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

NOT APPLICABLE

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022


SCC Growth IV Holdco A, Ltd.

By:		Sequoia Capital China Growth Fund IV, L.P.
		its Member

By:		SC China Growth IV Management, L.P.
		its General Partner

By:		SC China Holding Limited
		its General Partner

By:		/s/ Neil Nanpeng Shen
		Neil Nanpeng Shen, Authorized Signatory

Sequoia Capital China Growth Fund V, L.P.
Sequoia Capital China Growth Partners Fund V, L.P.
Sequoia Capital China Growth V Principals Fund, L.P.

By:		SC China Growth V Management, L.P.
		General Partner of each

By:		SC China Holding Limited
		its General Partner

By:		/s/ Neil Nanpeng Shen
		Neil Nanpeng Shen, Authorized
		Signatory

Sequoia Capital China Growth Fund IV, L.P.

By:		SC China Growth IV Management, L.P.
		its General Partner

By:		SC China Holding Limited
		its General Partner

By:		/s/ Neil Nanpeng Shen
		Neil Nanpeng Shen, Authorized Signatory

SC China Growth V Management, L.P.

By:		SC China Holding Limited
		its General Partner

By:		/s/ Neil Nanpeng Shen
		Neil Nanpeng Shen, Authorized
		Signatory



SC China Growth IV Management, L.P.

By:		SC China Holding Limited
		its General Partner

By:		/s/ Neil Nanpeng Shen
		Neil Nanpeng Shen, Authorized
		Signatory

SC China Holding Limited

By:		/s/ Neil Nanpeng Shen
		Neil Nanpeng Shen, Authorized
		Signatory

SNP China Enterprises Limited

By:		/s/ Neil Nanpeng Shen
		Neil Nanpeng Shen, Authorized
		Signatory

URM Management Limited

By:		/s/ Neil Nanpeng Shen
		Neil Nanpeng Shen, Authorized Signatory

Neil Nanpeng Shen

By:		/s/ Neil Nanpeng Shen
		Neil Nanpeng Shen, Authorized Signatory

SC GGFII Holdco, Ltd.

By:		Sequoia Capital Growth Fund II, L.P.
		Sequoia Capital Global Growth II
		Principals Fund, L.P.
		its Members

By:		Sequoia Capital Global Growth II
		Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director


Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.

By:		Sequoia Capital Global Growth Fund III - Endurance Partners Management, L.P.
		its General Partner

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director

Sequoia Capital Global Growth Fund III - Endurance Partners Principals Fund, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director

Sequoia Capital Growth Fund II, L.P.
Sequoia Capital Global Growth II Principals Fund, L.P.

By:		Sequoia Capital Global Growth II Management, L.P.
		Its General Partner

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director

Sequoia Capital Global Growth Fund III - Endurance Partners Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director

Sequoia Capital Global Growth II Management, L.P.

By:		SC US (TTGP), Ltd.
		its General Partner

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director


SC US (TTGP), Ltd.

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director

Douglas Leone

By:		/s/ Douglas Leone
		Douglas Leone, Managing Director

Roelof Botha

By:		/s/ Roelof Botha
		Roelof Botha, Managing Director

NAME OF REPORTING PERSON

SCC GROWTH IV HOLDCO A, LTD. (“SCCG HOLDCO IV-A”)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS