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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Dingdong (Cayman) Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.000002 per share
(Title of Class of Securities)
25445D101
(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 the disclosures provided in a prior cover page. |
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).
| 1 |
NAME OF REPORTING PERSON
SCC GROWTH V HOLDCO P, LTD (“SCC GROWTH V HOLDCO P”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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
16,711,750 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,711,750 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,750 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuer’s offering, as reported in the Issuer’s Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA GROWTH FUND V, L.P. (“SEQUOIA CAPITAL CHINA GROWTH FUND V”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,750 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuer’s offering, as reported in the Issuer’s Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021. |
| 1 |
NAME OF REPORTING PERSON
SC CHINA GROWTH V MANAGEMENT, L.P. (“SC CHINA GROWTH V MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,750 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuer’s offering, as reported in the Issuer’s Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021. |
| 1 |
NAME OF REPORTING PERSON
SC CHINA HOLDING LIMITED (“SC CHINA HOLDING”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,750 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuer’s offering, as reported in the Issuer’s Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021. |
| 1 |
NAME OF REPORTING PERSON
SNP CHINA ENTERPRISES LIMITED (“SNP CHINA ENTERPRISES”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,750 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuer’s offering, as reported in the Issuer’s Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021. |
| 1 |
NAME OF REPORTING PERSON
NEIL NANPENG SHEN (“NS”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG SAR | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,750 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuer’s offering, as reported in the Issuer’s Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021. |
ITEM 1.
(a) Name of Issuer:
Dingdong (Cayman) Limited
(b) Address of Issuer’s Principal Executive Offices:
Building 6, 500 Shengxia Road,
Shanghai, 200125
People’s Republic of China
ITEM 2.
(a) Name of Persons Filing:
SCC Growth Holdco P, Ltd.
Sequoia Capital China Growth Fund V, L.P.
SC China Growth V Management, L.P.
SC China Holding Limited
SNP China Enterprises Limited
Neil Nanpeng Shen
SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SCC GROWTH V HOLDCO P, SEQUOIA CAPITAL CHINA GROWTH FUND V, SC CHINA GROWTH V MGMT, SC CHINA HOLDING: Cayman Islands
SNP CHINA ENTERPRISES: British Virgin Islands
NS: Hong Kong SAR
(d) CUSIP Number:
25445D101
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 V Holdco P, Ltd. | ||
| By: Sequoia Capital China Growth Fund V, L.P., its sole owner | ||
| By: SC China Growth V Management, L.P., its General Partner | ||
| By: SC China Holding Limited, its General Partner | ||
| By: SNP China Enterprises Limited, its sole owner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Sequoia Capital China Growth Fund V, L.P. | ||
| By: SC China Growth V Management, L.P., its General Partner | ||
| By: SC China Holding Limited, its General Partner | ||
| By: SNP China Enterprises Limited, its sole owner | ||
| 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: SNP China Enterprises Limited, its sole owner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC China Holding Limited | ||
| By: SNP China Enterprises Limited, its sole owner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SNP China Enterprises Limited | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Neil Nanpeng Shen | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen | ||