Sec Form 13G Filing - Xiao Wenjie filing for LEXINFINTECH HLDGS LTD ADR (LX) - 2021-02-08

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

528877 103**

December 31, 2020

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 disclosures provided in a prior cover page.

** CUSIP number 528877 103 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “LX.” Each ADS represents two Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

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).

(1)           Represents 1,500,923 ADSs, representing 3,001,846 Class A ordinary shares, and 96,727,057 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust. The beneficiaries of The JX Chen Family Trust are Mr. Wenjie Xiao and his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares held by Installment Payment Investment Inc. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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(2)           Represents 1,500,923 ADSs, representing 3,001,846 Class A ordinary shares, and 96,727,057 Class B ordinary shares held by Installment Payment Investment Inc. Installment Payment Investment Inc. is controlled by The JX Chen Family Trust. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.

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(3)           Represents 1,500,923 ADSs, representing 3,001,846 Class A ordinary shares, and 96,727,057 Class B ordinary shares held by Installment Payment Investment Inc. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.

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(1)         Represents 1,500,923 ADSs, representing 3,001,846 Class A ordinary shares, and 96,727,057 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust. The beneficiaries of The JX Chen Family Trust are Mr. Wenjie Xiao and his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares held by Installment Payment Investment Inc. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(2)         The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 364,083,985 ordinary shares (being the sum of 267,356,928 Class A ordinary shares and 96,727,057 Class B ordinary shares) of the Issuer outstanding as of December 31, 2020 as a single class. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.  Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(3)         For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.

(4)         Represents 1,500,923 ADSs, representing 3,001,846 Class A ordinary shares, and 96,727,057 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust.  Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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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 February 8, 2021

LIST OF EXHIBITS