Sec Form 13G Filing - Apax Digital L.P. filing for SO-YOUNG INTL INC SPONSORED AD (SY) - 2021-01-27

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.

This CUSIP applies to the American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts. Thirteen ADSs represent ten Class A ordinary shares of the Issuer.

Name of reporting persons:

Youthful Acquisition L.P.

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

SEC use only

Citizenship or place of organization:

Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

4,750,216.15⁽¹⁾

Sole dispositive power:

0

Shared dispositive power:

4,750,216.15⁽¹⁾

Aggregate amount beneficially owned by each reporting person:

4,750,216.15⁽¹⁾

Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (9):

6.8%⁽²⁾

Type of reporting person (see instructions):

PN

Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares).

The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Company’s Form 6-K filed on November 25, 2020.

Name of reporting persons:

Youthful GP Co. Limited

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

SEC use only

Citizenship or place of organization:

Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

4,750,216.15⁽¹⁾

Sole dispositive power:

0

Shared dispositive power:

4,750,216.15⁽¹⁾

Aggregate amount beneficially owned by each reporting person:

4,750,216.15⁽¹⁾

Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (9):

6.8%⁽²⁾

Type of reporting person (see instructions):

OO

Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P.

The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Company’s Form 6-K filed on November 25, 2020.

Name of reporting persons:

Apax Digital L.P.

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

SEC use only

Citizenship or place of organization:

Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

4,750,216.15⁽¹⁾

Sole dispositive power:

0

Shared dispositive power:

4,750,216.15⁽¹⁾

Aggregate amount beneficially owned by each reporting person:

4,750,216.15⁽¹⁾

Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (9):

6.8%⁽²⁾

Type of reporting person (see instructions):

PN

Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P.

The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Company’s Form 6-K filed on November 25, 2020.

Name of reporting persons:

Apax Digital Co-Investment L.P.

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

SEC use only

Citizenship or place of organization:

Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

4,750,216.15⁽¹⁾

Sole dispositive power:

0

Shared dispositive power:

4,750,216.15⁽¹⁾

Aggregate amount beneficially owned by each reporting person:

4,750,216.15⁽¹⁾

Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (9):

6.8%⁽²⁾

Type of reporting person (see instructions):

PN

Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P.

The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Company’s Form 6-K filed on November 25, 2020.

Name of reporting persons:

Apax Digital GP L.P. Inc

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

SEC use only

Citizenship or place of organization:

Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

4,750,216.15⁽¹⁾

Sole dispositive power:

0

Shared dispositive power:

4,750,216.15⁽¹⁾

Aggregate amount beneficially owned by each reporting person:

4,750,216.15⁽¹⁾

Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (9):

6.8%⁽²⁾

Type of reporting person (see instructions):

PN

Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P.

The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Company’s Form 6-K filed on November 25, 2020.

Name of reporting persons:

Apax Digital GP Co. Limited

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

SEC use only

Citizenship or place of organization:

Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power:

0

Shared voting power:

4,750,216.15⁽¹⁾

Sole dispositive power:

0

Shared dispositive power:

4,750,216.15⁽¹⁾

Aggregate amount beneficially owned by each reporting person:

4,750,216.15⁽¹⁾

Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (9):

6.8%⁽²⁾

Type of reporting person (see instructions):

OO

Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P.

The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Company’s Form 6-K filed on November 25, 2020.

Name of Person Filing

Address of Principal Business Office

Citizenship

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or to 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

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.