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.
- Peter Lynch
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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 RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
Luckin Coffee Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.000002 per share
(Title of Class of Securities)
54951L109
(CUSIP Number)
December 31, 2019
(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. |
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).
(Continued on following pages)
Exhibit Index on Page 7
| CUSIP # 54951L109 | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSONS
Joy Capital II, L.P. (“Joy II”) | |||||
| 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
39,490,000 Class A ordinary shares (in form of 4,936,250 ADSs*) (“shares”), all of which are directly owned by Joy II, except that Joy Capital II GP, L.P. (“Partner II”), the general partner of Joy II, and Joy Capital GP, Ltd. (“Joy II Ltd”), the general partner of Partner II, may be deemed to have sole power to vote these shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
39,490,000 shares (in form of 4,936,250 ADSs), all of which are directly owned by Joy II, except that Partner II and Joy II Ltd may be deemed to have sole power to dispose of these shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,490,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.0%** | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| * | American Depositary Shares (“ADS”), each representing eight Class A ordinary shares, par value $0.000002 per share. |
| ** | Based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares, reported by the Issuer in its prospectus dated January 9, 2020 and filed with the Securities and Exchange Commission on January 10, 2020 as outstanding after the consummation of the public offering and reflecting the full exercise of the underwriters’ over-allotment option. |
| CUSIP # 54951L109 | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSONS
Joy Capital II GP, L.P. (“Partner II”) | |||||
| 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
39,490,000 shares (in form of 4,936,250 ADSs), all of which are directly owned by Joy II. Partner II and Joy II Ltd may be deemed to have sole power to vote these shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
39,490,000 shares (in form of 4,936,250 ADSs), all of which are directly owned by Joy II. Partner II and Joy II Ltd may be deemed to have sole power to dispose of these shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,490,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.0%* | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| * | Based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares, reported by the Issuer in its prospectus dated January 9, 2020 and filed with the Securities and Exchange Commission on January 10, 2020 as outstanding after the consummation of the public offering and reflecting the full exercise of the underwriters’ over-allotment option. |
| CUSIP # 54951L109 | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSONS
Joy Capital GP, Ltd. (“Joy II Ltd”) | |||||
| 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
39,490,000 shares (in form of 4,936,250 ADSs), all of which are directly owned by Joy II. Partner II and Joy II Ltd may be deemed to have sole power to vote these shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
39,490,000 shares (in form of 4,936,250 ADSs), all of which are directly owned by Joy II. Partner II and Joy II Ltd may be deemed to have sole power to dispose of these shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,490,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.0%* | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| * | Based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares, reported by the Issuer in its prospectus dated January 9, 2020 and filed with the Securities and Exchange Commission on January 10, 2020 as outstanding after the consummation of the public offering and reflecting the full exercise of the underwriters’ over-allotment option. |
| CUSIP # 54951L109 | Page 5 of 12 |
| 1 | NAME OF REPORTING PERSONS
Joy Luck Management Limited (“Joy Luck”) | |||||
| 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 | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
32,341,000 shares (in form of 4,042,625 ADSs). | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
32,341,000 shares (in form of 4,042,625 ADSs). | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,341,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
4.1%* | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares, reported by the Issuer in its prospectus dated January 9, 2020 and filed with the Securities and Exchange Commission on January 10, 2020 as outstanding after the consummation of the public offering and reflecting the full exercise of the underwriters’ over-allotment option. |
| CUSIP # 54951L109 | Page 6 of 12 |
| 1 | NAME OF REPORTING PERSONS
Honour Ample Limited (“Honour”) | |||||
| 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
35,404,500 shares (in form of 4,425,562 ADSs and 4 shares). | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
35,404,500 shares (in form of 4,425,562 ADSs and 4 shares). | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,404,500 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
4.5%* | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares, reported by the Issuer in its prospectus dated January 9, 2020 and filed with the Securities and Exchange Commission on January 10, 2020 as outstanding after the consummation of the public offering and reflecting the full exercise of the underwriters’ over-allotment option. |
| CUSIP # 54951L109 | Page 7 of 12 |
| ITEM 1(A). | NAME OF ISSUER |
Luckin Coffee Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
17F Block A, Tefang Portman Tower
No. 81 Zhanhong Road
Siming District, Xiamen, Fujian
People’s Republic of China
| ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule 13G is filed by Joy Capital II, L.P. (“Joy II”), Joy Capital II GP, L.P. (“Partner II”), Joy Capital GP, Ltd. (“Joy II Ltd”), Joy Luck Management Limited (“Joy Luck”) and Honour Ample Limited (“Honour”). The foregoing entities are collectively referred to as the “Reporting Persons.”
Joy II Ltd is the general partner of Partner II, which is the general partner of Joy II. Joy II Ltd and Partner II may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Joy II. Joy II Ltd, Joy Luck and Honour are ultimately controlled by Mr. Erhai Liu (“Mr. Liu”). Mr. Liu disclaims beneficial ownership of shares held by Joy II, Joy Luck and Honour, except to the extent of Mr. Liu’s pecuniary interest therein, if any.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of Joy II, Partner II and Joy II Ltd is:
c/o Harneys Services (Cayman) Limited
4th Floor, Harbour Place
103 South Church Street, P. O. Box 10240
Grand Cayman KY1-1002
Cayman Islands
The address for Joy Luck is:
Suite 2409, Everbright Centre
108 Gloucester Road
Wanchai, Hong Kong
The address for Honour is:
Craigmuir Chambers
Road Town
Tortola VG1110
British Virgin Islands
| ITEM 2(C). | CITIZENSHIP |
See Row 4 of cover page for each Reporting Person.
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
Class A Ordinary Shares, par value $0.000002 per share
| ITEM 2(D) | CUSIP NUMBER |
54951L109
| CUSIP # 54951L109 | Page 8 of 12 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 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 the Class A ordinary shares of the Issuer by the persons filing this Statement is provided as of January 9, 2020:
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
| (b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
| 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. |
Under certain circumstances set forth in the limited partnership agreements of Joy II and Partner II, the articles of association of Joy Luck, and the memorandum and articles of association of Joy II Ltd and Honour, the general partner and limited partners, members or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| CUSIP # 54951L109 | Page 9 of 12 |
| 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.
CUSIP # 54951L109
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.
| Date: February 12, 2020 | Joy Capital II, L.P. | |||
| By: Joy Capital II GP, L.P. | ||||
| Its: General Partner | ||||
| By: Joy Capital GP, Ltd. | ||||
| Its: General Partner | ||||
| By: | /s/ Erhai Liu | |||
| Erhai Liu, Director | ||||
| Joy Capital II GP, L.P. | ||||
| By: Joy Capital GP, Ltd. | ||||
| Its: General Partner | ||||
| By: | /s/ Erhai Liu | |||
| Erhai Liu, Director | ||||
| Joy Capital GP, Ltd. | ||||
| By: | /s/ Erhai Liu | |||
| Erhai Liu, Director | ||||
| Joy Luck Management Limited | ||||
| By: | /s/ Erhai Liu | |||
| Erhai Liu, Director | ||||
| Honour Ample Limited | ||||
| By: | /s/ Erhai Liu | |||
| Erhai Liu, Director | ||||
CUSIP # 54951L109
EXHIBIT INDEX
| Exhibit |
Found on Sequentially Numbered Page | |
| Exhibit A: Agreement of Joint Filing |
12 | |