Sec Form 13G Filing - Kingsoft Corp Ltd filing for KINGSOFT CLOUD HLDGS LTD ADR (KC) - 2021-01-29

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, DC 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.   )*

 

Kingsoft Cloud Holdings Limited

(Name of Issuer)

 

Ordinary Shares, par value of $0.001 per share

(Title of Class of Securities)

 

49639K101**

(CUSIP Number)

 

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

     o Rule 13d-1(b)

 

     o 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.

 

** CUSIP number 49639K101 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Select Market under the symbol “KC.” Each ADS represents 15 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).

 

 

 

 

1

Name of Reporting Person

 

 

 Kingsoft Corporation Limited

 

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

 

 1,423,246,584

6

Shared Voting Power

 

 0

7

Sole Dispositive Power

 

 1,423,246,584

8

Shared Dispositive Power

 

 

 0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

 1,423,246,584

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

 

11

Percent of Class Represented by Amount in Row 9

 

 

 43.5%*

 

12

Type of Reporting Person
CO

 

* The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 3,270,266,493 ordinary shares of the Issuer as reported to be outstanding after the offering in the Issuer’s registration statement on Form F-1 filed with the Securities Exchange Commission on September 25, 2020.

 

2

 

Item 1(a).

Name of Issuer:

 

Kingsoft Cloud Holdings Limited (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

Building E, Xiaomi Science and Technology Park, No. 33 Xierqi Middle Road, Haidian District Beijing, 100085, the People’s Republic of China

Item 2(a).

Name of Person Filing:

 

Kingsoft Corporation Limited

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

Suite 3208, 32/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong

Item 2(c)

Citizenship:

 

Cayman Islands

Item 2(d).

Title of Class of Securities:

 

Ordinary shares, par value $0.001 per share

Item 2(e).

CUSIP Number:

 

49639K101

 

This CUSIP number applies to the American depositary shares of the Issuer, each representing 15 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 persons filing is a:

 

 

 

Not applicable

 

3

 

Item 4.

Ownership:

 

The following information with respect to the ownership of the ordinary shares of par value of $0.001 per share of the Issuer by the Reporting Person is provided as of December 31, 2020:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent of
class(1):

 

Sole power to
vote or direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole power to
dispose or to
direct the
disposition of:

 

Shared
power to
dispose or to
direct the
disposition
of:

 

Kingsoft Corporation Limited

 

1,423,246,584

 

43.5

%

1,423,246,584

 

0

 

1,423,246,584

 

0

 

 

(1)         The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 3,270,266,493 ordinary shares of the Issuer as reported to be outstanding after the offering in the Issuer’s registration statement on Form F-1 filed with the Securities Exchange Commission on September 25, 2020.

 

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 Controlling 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

 

4

 

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: January 26, 2021

 

 

Kingsoft Corporation Limited

 

 

 

 

By:

/s/ Yuk Keung Ng

 

Name:

Yuk Keung Ng

 

Title:

Director

 

5