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 TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.
(Amendment No.4)
Pinduoduo Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.000005 per share
(Title of Class of Securities)
722304102
(CUSIP Number)
December 31, 2022
(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) |
| x | 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).
CUSIP No. 722304102
| 1. |
Names of Reporting Persons Banyan Partners Fund II, L.P.
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x(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 223,575,744 Class A ordinary shares (2)
| ||
| 7. |
Sole Dispositive Power 0
| ||
| 8. |
Shared Dispositive Power 223,575,744 Class A ordinary shares (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 223,575,744 Class A ordinary shares (2)
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)
|
| 11. |
Percent of Class Represented by Amount in Row (9) 4.42% of the total ordinary shares (4)
|
| 12. |
Type of Reporting Person (See Instructions) PN
|
| (1) | This statement on Schedule 13G is filed by Banyan Partners Fund II, L.P. (“Banyan Fund II”), Banyan Associates II, L.P. (“Banyan Associates II”), Banyan Partners Fund III, L.P. (“Banyan Fund III”), Banyan Partners Fund III-A, L.P. (“Banyan Fund III-A”), Banyan Associates III, L.P. (“Banyan Associates III”), Banyan Partners II Ltd. (“Banyan II GP”) and Banyan Partners III Ltd. (“Banyan III GP”, collectively with Banyan Fund II, Banyan Associates II, Banyan Fund III, Banyan III-A, Banyan Associates III and Banyan II GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Such 223,575,744 Class A ordinary shares are held by Banyan Fund II directly. Banyan Associates II directly holds 10,477,920 Class A ordinary shares. Banyan II GP is the general partner of Banyan Fund II and Banyan Associates II, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund II and Banyan Associates II. Banyan Fund III directly holds 9,752,833 Class A ordinary shares. Banyan Fund III-A directly holds 1,721,091 Class A ordinary shares. Banyan Associates III directly holds 100,724 Class A ordinary shares. Banyan III GP is the general partner of Banyan Fund III, Banyan Fund III-A and Banyan Associates III, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III, Banyan Fund III-A and Banyan Associates III. |
| (3) | Banyan Fund II disclaims beneficial ownership over shares reported herein that are directly held by Banyan Associates II, Banyan Fund III, Banyan Fund III-A and Banyan Associates III. |
| (4) | Calculation is based on 5,057,542,676 Class A ordinary shares (being the only class of ordinary shares) issued and outstanding as of February 28, 2022, as reported in the Issuer’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2022 (the “Issuer’s 20-F Filing”). There was no Class B ordinary share outstanding as of February 28, 2022. Each Class A ordinary share is entitled to one vote. Accordingly, the Class A ordinary shares beneficially owned by Banyan Fund II represent approximately 4.42% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
CUSIP No. 722304102
| 1. |
Names of Reporting Persons Banyan Associates II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x(1) | |
| 3. | SEC Use Only | |
| 4. |
Citizenship or Place of Organization Cayman Islands
| |
|
Number |
5. |
Sole Voting Power 0
| |
| 6. |
Shared Voting Power 10,477,920 Class A ordinary shares (2)
| ||
| 7. |
Sole Dispositive Power 0
| ||
| 8. |
Shared Dispositive Power 10,477,920 Class A ordinary shares (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 10,477,920 Class A ordinary shares (2)
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)
|
| 11. |
Percent of Class Represented by Amount in Row (9) 0.21% of the total ordinary shares (4)
|
| 12. |
Type of Reporting Person (See Instructions) PN
|
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Such 10,477,920 Class A ordinary shares are held by Banyan Associates II directly. Banyan Fund II directly holds 223,575,744 Class A ordinary shares. Banyan II GP is the general partner of Banyan Fund II and Banyan Associates II, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund II and Banyan Associates II. Banyan Fund III directly holds 9,752,833 Class A ordinary shares. Banyan Fund III-A directly holds 1,721,091 Class A ordinary shares. Banyan Associates III directly holds 100,724 Class A ordinary shares. Banyan III GP is the general partner of Banyan Fund III, Banyan Fund III-A and Banyan Associates III, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III, Banyan Fund III-A and Banyan Associates III. |
| (3) | Banyan Associates II disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund II, Banyan Fund III, Banyan Fund III-A and Banyan Associates III. |
| (4) | Calculation is based on 5,057,542,676 Class A ordinary shares (being the only class of ordinary shares) issued and outstanding as of February 28, 2022, as reported in the Issuer’s 20-F Filing. There was no Class B ordinary share outstanding as of February 28, 2022. Each Class A ordinary share is entitled to one vote. Accordingly, the Class A ordinary shares beneficially owned by Banyan Associates II represent approximately 0.21% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
CUSIP No. 722304102
| 1. |
Names of Reporting Persons Banyan Partners Fund III, L.P.
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x(1) | |
| 3. | SEC Use Only
| |
| 4. |
Citizenship or Place of Organization Cayman Islands
| |
|
Number |
5. |
Sole Voting Power 0
| |
| 6. |
Shared Voting Power 9,752,833 Class A ordinary shares (2)
| ||
| 7. |
Sole Dispositive Power 0
| ||
| 8. |
Shared Dispositive Power 9,752,833 Class A ordinary shares (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 9,752,833 Class A ordinary shares (2)
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)
|
| 11. |
Percent of Class Represented by Amount in Row (9) 0.19% of the total ordinary shares (4)
|
| 12. |
Type of Reporting Person (See Instructions) PN
|
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Such 9,752,833 Class A ordinary shares are held by Banyan Fund III directly. Banyan Fund III-A directly holds 1,721,091 Class A ordinary shares, and Banyan Associates III directly holds 100,724 Class A ordinary shares. Banyan III GP is the general partner of Banyan Fund III, Banyan Fund III-A and Banyan Associates III, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III, Banyan Fund III-A and Banyan Associates III. Banyan Fund II directly holds 223,575,744 Class A ordinary shares, and Banyan Associates II directly holds 10,477,920 Class A ordinary shares. Banyan II GP is the general partner of Banyan Fund II and Banyan Associates II, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund II and Banyan Associates II. |
| (3) | Banyan Fund III disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund II, Banyan Associates II, Banyan Fund III-A and Banyan Associates III. |
| (4) | Calculation is based on 5,057,542,676 Class A ordinary shares (being the only class of ordinary shares) issued and outstanding as of February 28, 2022, as reported in the Issuer’s 20-F Filing. There was no Class B ordinary share outstanding as of February 28, 2022. Each Class A ordinary share is entitled to one vote. Accordingly, the Class A ordinary shares beneficially owned by Banyan Fund III represent approximately 0.19% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
CUSIP No. 722304102
| 1. |
Names of Reporting Persons Banyan Partners Fund III-A, L.P.
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x(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 1,721,091 Class A ordinary shares (2)
| ||
| 7. |
Sole Dispositive Power 0
| ||
| 8. |
Shared Dispositive Power 1,721,091 Class A ordinary shares (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,721,091 Class A ordinary shares (2)
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)
|
| 11. |
Percent of Class Represented by Amount in Row (9) 0.03% of the total ordinary shares (4)
|
| 12. |
Type of Reporting Person (See Instructions) PN
|
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Such 1,721,091 Class A ordinary shares are held by Banyan Fund III-A directly. Banyan Fund III directly holds 9,752,833 Class A ordinary shares, and Banyan Associates III directly holds 100,724 Class A ordinary shares. Banyan III GP is the general partner of Banyan Fund III, Banyan Fund III-A and Banyan Associates III, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III, Banyan Fund III-A and Banyan Associates III. Banyan Fund II directly holds 223,575,744 Class A ordinary shares, and Banyan Associates II directly holds 10,477,920 Class A ordinary shares. Banyan II GP is the general partner of Banyan Fund II and Banyan Associates II, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund II and Banyan Associates II. |
| (3) | Banyan Fund III-A disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund II, Banyan Associates II, Banyan Fund III and Banyan Associates III. |
| (4) | Calculation is based on 5,057,542,676 Class A ordinary shares (being the only class of ordinary shares) issued and outstanding as of February 28, 2022, as reported in the Issuer’s 20-F Filing. There was no Class B ordinary share outstanding as of February 28, 2022. Each Class A ordinary share is entitled to one vote. Accordingly, the Class A ordinary shares beneficially owned by Banyan Fund III-A represent approximately 0.03% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
CUSIP No. 722304102
| 1. |
Names of Reporting Persons Banyan Associates III, L.P.
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x(1) | |
| 3. | SEC Use Only | |
| 4. |
Citizenship or Place of Organization Cayman Islands
| |
|
Number |
5. |
Sole Voting Power 0
| |
| 6. |
Shared Voting Power 100,724 Class A ordinary shares (2)
| ||
| 7. |
Sole Dispositive Power 0
| ||
| 8. |
Shared Dispositive Power 100,724 Class A ordinary shares (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 100,724 Class A ordinary shares (2)
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)
|
| 11. |
Percent of Class Represented by Amount in Row (9) 0.002% of the total ordinary shares (4)
|
| 12. |
Type of Reporting Person (See Instructions) PN
|
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Such 100,724 Class A ordinary shares are held by Banyan Associates III directly. Banyan Fund III directly holds 9,752,833 Class A ordinary shares, and Banyan Fund III-A directly holds 1,721,091 Class A ordinary shares. Banyan III GP is the general partner of Banyan Fund III, Banyan Fund III-A and Banyan Associates III, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III, Banyan Fund III-A and Banyan Associates III. Banyan Fund II directly holds 223,575,744 Class A ordinary shares, and Banyan Associates II directly holds 10,477,920 Class A ordinary shares. Banyan II GP is the general partner of Banyan Fund II and Banyan Associates II, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund II and Banyan Associates II. |
| (3) | Banyan Associates III disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund II, Banyan Associates II, Banyan Fund III and Banyan Fund III-A. |
| (4) | Calculation is based on 5,057,542,676 Class A ordinary shares (being the only class of ordinary shares) issued and outstanding as of February 28, 2022, as reported in the Issuer’s 20-F Filing. There was no Class B ordinary share outstanding as of February 28, 2022. Each Class A ordinary share is entitled to one vote. Accordingly, the Class A ordinary shares beneficially owned by Banyan Associates III represent approximately 0.002% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
CUSIP No. 722304102
| 1. |
Names of Reporting Persons Banyan Partners II Ltd.
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x(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 234,053,664 Class A ordinary shares (2)
| ||
| 7. |
Sole Dispositive Power 0
| ||
| 8. |
Shared Dispositive Power 234,053,664 Class A ordinary shares (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 234,053,664 Class A ordinary shares (2)
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)
|
| 11. |
Percent of Class Represented by Amount in Row (9) 4.63% of the total ordinary shares (4)
|
| 12. |
Type of Reporting Person (See Instructions) CO
|
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 223,575,744 Class A ordinary shares held by Banyan Fund II directly, and (ii) 10,477,920 Class A ordinary shares held by Banyan Associates II directly. Banyan II GP is the general partner of Banyan Fund II and Banyan Associates II, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund II and Banyan Associates II. Banyan Fund III directly holds 9,752,833 Class A ordinary shares. Banyan Fund III-A directly holds 1,721,091 Class A ordinary shares. Banyan Associates III directly holds 100,724 Class A ordinary shares. Banyan III GP is the general partner of Banyan Fund III, Banyan Fund III-A and Banyan Associates III, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III, Banyan Fund III-A and Banyan Associates III. |
| (3) | Banyan II GP disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund III, Banyan Fund III-A and Banyan Associates III. |
| (4) | Calculation is based on 5,057,542,676 Class A ordinary shares (being the only class of ordinary shares) issued and outstanding as of February 28, 2022, as reported in the Issuer’s 20-F Filing. There was no Class B ordinary share outstanding as of February 28, 2022. Each Class A ordinary share is entitled to one vote. Accordingly, the Class A ordinary shares beneficially owned by Banyan II GP represent approximately 4.63% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
CUSIP No. 722304102
| 1. |
Names of Reporting Persons Banyan Partners III Ltd.
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x(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 11,574,648 Class A ordinary shares (2)
| ||
| 7. |
Sole Dispositive Power 0
| ||
| 8. |
Shared Dispositive Power 11,574,648 Class A ordinary shares (2)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 11,574,648 Class A ordinary shares (2)
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)
|
| 11. |
Percent of Class Represented by Amount in Row (9) 0.23% of the total ordinary shares (4)
|
| 12. |
Type of Reporting Person (See Instructions) CO
|
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 9,752,833 Class A ordinary shares held by Banyan Fund III directly, (ii) 1,721,091 Class A ordinary shares held by Banyan Fund III-A directly, and (iii) 100,724 Class A ordinary shares held by Banyan Associates III directly. Banyan III GP is the general partner of Banyan Fund III, Banyan Fund III-A and Banyan Associates III, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III, Banyan Fund III-A and Banyan Associates III. Banyan Fund II directly holds 223,575,744 Class A ordinary shares, and Banyan Associates II directly holds 10,477,920 Class A ordinary shares. Banyan II GP is the general partner of Banyan Fund II and Banyan Associates II, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund II and Banyan Associates II. |
| (3) | Banyan III GP disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund II and Banyan Associates II. |
| (4) | Calculation is based on 5,057,542,676 Class A ordinary shares (being the only class of ordinary shares) issued and outstanding as of February 28, 2022, as reported in the Issuer’s 20-F Filing. There was no Class B ordinary share outstanding as of February 28, 2022. Each Class A ordinary share is entitled to one vote. Accordingly, the Class A ordinary shares beneficially owned by Banyan III GP represent approximately 0.23% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
| CUSIP No. 722304102 |
| 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 Person Filing
Banyan Partners Fund II, L.P. (“Banyan Fund II”) Banyan Associates II, L.P. (“Banyan Associates II”) Banyan Partners Fund III, L.P. (“Banyan Fund III”) Banyan Partners Fund III-A, L.P. (“Banyan Fund III-A”) Banyan Associates III, L.P. (“Banyan Associates III”) Banyan Partners II Ltd. (“Banyan II GP”) Banyan Partners III Ltd. (“Banyan III GP”) | |
| (b) |
Address of Principal Business Office or, if none, Residence
The address of each of Banyan Partners Fund II, L.P., Banyan Associates II, L.P., Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P., Banyan Associates III, L.P., Banyan Partners II Ltd. and Banyan Partners III Ltd. is: c/o Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman, KY1-9008 Cayman Islands | |
| (c) |
Citizenship
Banyan Partners Fund II, L.P.: Cayman Islands Banyan Associates II, L.P.: Cayman Islands Banyan Partners Fund III, L.P.: Cayman Islands Banyan Partners Fund III-A, L.P.: Cayman Islands Banyan Associates III, L.P.: Cayman Islands Banyan Partners II Ltd.: Cayman Islands Banyan Partners III Ltd.: Cayman Islands | |
| (d) |
Title of Class of Securities
Class A Ordinary Shares, par value US$0.000005 per share | |
| (e) |
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 |
The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022:
| Reporting Persons | Ordinary Shares Held Directly (1) | Shared Voting Power (1) |
Shared Dispositive Power (1) | Beneficial Ownership (1) |
Percentage of Class A Ordinary Shares (1)(4) |
Percentage of Total Ordinary Shares (1)(4) | Percentage of the Aggregate Voting Power (1)(4) |
| Banyan Partners Fund II, L.P. | 223,575,744 | 223,575,744 | 223,575,744 | 223,575,744 | 4.42%< /font> | 4.42% | 4.42% |
| Banyan Associates II, L.P. | 10,477,920 | 10,477,920 | 10,477,920 | 10,477,920 | 0.21% | 0.21% | 0.21% |
| Banyan Partners Fund III, L.P. | 9,752,833 | 9,752,833 | 9,752,833 | 9,752,833 | 0.19% | 0.19% | 0.19% |
| Banyan Partners Fund III-A, L.P. | 1,721,091 | 1,721,091 | 1,721,091 | 1,721,091 | 0.03% | 0.03% | 0.03% |
| Banyan Associates III, L.P. | 100,724 | 100,724 | 100,724 | 100,724 | 0.002% | 0.002% | 0.002% |
| Banyan Partners II Ltd. (2) | 0 | 234,053,664 | 234,053,664 | 234,053,664 | 4.63% | 4.63% | 4.63% |
| Banyan Partners III Ltd. (3) | 0 | 11,574,648 | 11,574,648 | 11,574,648 | 0.23% | 0.23% | 0.23% |
| (1) | Represents the number of shares beneficially owned by the Reporting Persons as of December 31, 2022. |
| (2) | Banyan Partners II Ltd. is the general partner of Banyan Partners Fund II, L.P. and Banyan Associates II, L.P., and as such, may exercise voting and dispositive power over the shares held by Banyan Partners Fund II, L.P. and Banyan Associates II, L.P. |
| (3) | Banyan Partners III Ltd. is the general partner of Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. and Banyan Associates III, L.P., and as such, may exercise voting and dispositive power over the shares held by Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. and Banyan Associates III, L.P. |
| (4) | The Reporting Persons in the aggregate beneficially own 4.86% of the outstanding Class A ordinary shares, 4.86% of the total outstanding ordinary shares and 4.86% of the aggregate voting power. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. In addition, Banyan Partners Fund II, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Associates II, L.P., Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. and Banyan Associates III, L.P. Banyan Associates II, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund II, L.P., Banyan Partners Fund III, L.P., Banyan Partners Fund III-A and Banyan Associates III, L.P. Banyan Partners Fund III, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund II, L.P., Banyan Associates II, L.P., Banyan Partners Fund III-A, L.P. and Banyan Associates III, L.P. Banyan Partners Fund III-A, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund II, L.P., Banyan Associates II, L.P., Banyan Partners Fund III, L.P. and Banyan Associates III, L.P. Banyan Associates III, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund II, L.P., Banyan Associates II, L.P., Banyan Partners Fund III and Banyan Partners Fund III-A, L.P. Each of the Reporting Persons may be deemed to beneficially own the percentage of Class A ordinary shares and the percentage of total ordinary shares listed above which is calculated based on 5,057,542,676 Class A ordinary shares (being the only class of ordinary shares) issued and outstanding as of February 28, 2022, as reported in the Issuer’s 20-F Filing. There was no Class B ordinary share outstanding as of February 28, 2022. Each Class A ordinary share is entitled to one vote. Accordingly, and based on the foregoing, each of the Reporting Persons may be deemed to beneficially own the percentage of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer listed above. Each Class A ordinary share has a par value of US$0.000005. |
| 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 x. | |
| 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. | Certification |
| Not applicable. | |
Exhibits:
SIGNATURES
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, 2023
Banyan Partners Fund II, L.P.
| By: | Banyan Partners II Ltd. | |
| By: | /s/ Peter Wong | |
| Name: | Peter Wong | |
| Title: | Authorized Signatory |
Banyan Associates II, L.P.
| By: | Banyan Partners II Ltd. | |
| By: | /s/ Peter Wong | |
| Name: | Peter Wong | |
| Title: | Authorized Signatory |
Banyan Partners Fund III, L.P.
| By: | Banyan Partners III Ltd. | |
| By: | /s/ Peter Wong | |
| Name: | Peter Wong | |
| Title: | Authorized Signatory |
Banyan Partners Fund III-A, L.P.
| By: | Banyan Partners III Ltd. | |
| By: | /s/ Peter Wong | |
| Name: | Peter Wong | |
| Title: | Authorized Signatory |
Banyan Associates III, L.P.
| By: | Banyan Partners III Ltd. | |
| By: | /s/ Peter Wong | |
| Name: | Peter Wong | |
| Title: | Authorized Signatory |
Banyan Partners II Ltd.
| By: | /s/ Peter Wong | |
| Name: | Peter Wong | |
| Title: | Authorized Signatory |
Banyan Partners III Ltd.
| By: | /s/ Peter Wong | |
| Name: | Peter Wong | |
| Title: | Authorized Signatory |