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/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LexinFintech Holdings Ltd.
| (Name of Issuer) |
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Class A Ordinary Shares, par value $0.0001 per share (represented by American Depositary Shares) |
| (Title of Class of Securities) |
528877103 |
| (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:
x Rule 13d-1(b)
o Rule 13d-1(c)
o 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).
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CUSIP No. 528877103
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SCHEDULE 13G/A
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Page 2
of 9 Pages
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1
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NAME OF REPORTING PERSONS
OLP Capital Management Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
0
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 528877103
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SCHEDULE 13G/A
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Page
3 of 9 Pages
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1
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NAME OF REPORTING PERSONS
Di Fan Shen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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||
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6
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SHARED VOTING POWER
0
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
0
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
HC, IN
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CUSIP No. 528877103
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SCHEDULE 13G/A
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Page 4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Richard Li
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
0
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
0
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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|||
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12
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TYPE OF REPORTING PERSON
HC, IN
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CUSIP
No. 528877103
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SCHEDULE 13G/A
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Page 5
of 9 Pages
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| Item 1. | (a) Name of Issuer |
LexinFintech Holdings Ltd.
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518057
The People’s Republic of China
| Item 2. |
Names of Person Filing |
This joint statement on Schedule 13G is being filed by Richard Li, Di Fan Shen and OLP Capital Management Limited, a Hong Kong private company (“OLP” and, together with Mr. Li and Mr. Shen, the “Reporting Persons”).
Address of Principal Business Office
The business address of each of the Reporting Persons is Unit 2430, 24/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
Citizenship
OLP is a private company organized under the laws of Hong Kong, and each of Mr. Li and Mr. Shen is a citizen of Canada.
| Item 2. | (d) Title of Class of Securities |
Class A Ordinary Shares, par value $0.0001 per share (represented by American Depositary Shares
| Item 2. | (e) CUSIP No.: |
CUSIP number 528877103 has been assigned to the ADSs, which are quoted on The NASDAQ Global Market under the symbol “LX.” Each ADS represents two Ordinary Shares. No CUSIP number has been assigned to the Ordinary Shares.
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CUSIP No. 528877103
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SCHEDULE 13G/A
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Page 6
of 9 Pages
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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: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) o f the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP
No. 528877103
|
SCHEDULE 13G/A
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Page
7 of 9 Pages
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Item 4. Ownership
a) Amount beneficially owned by each Reporting Person: 0
b) Percent of class beneficially owned by each Reporting Person: 0.0%
c) Number of shares as to which OLP has (i) the sole power to vote or direct the vote of: 0; (ii) the shared power to vote or to direct the vote of: 0; (iii) the sole power to dispose or to direct the disposal of: 0; and (iv) the shared power to dispose or to direct the disposal of: 0.
The amount beneficially owned by each Reporting Person is determined based on 274,312,486 Ordinary shares outstanding as of March 31, 2022, as the Issuer reported in its Form 20-F filed with the SEC on April 29, 2022.
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
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 528877103
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SCHEDULE 13G/A
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Page
8 of 9 Pages
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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 14, 2023
OLP Capital Management Limited | |||
| By: | /s/ Richard Li | ||
| Richard Li, Director | |||
Di Fan Shen | |||
| By: | /s/ Di Fan Shen | ||
| Di Fan Shen | |||
Richard Li | |||
| By: | /s/ Richard Li | ||
| Richard Li | |||
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CUSIP No. 528877103
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SCHEDULE 13G/A
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Page 9
of 9 Pages
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Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2023
OLP Capital Management Limited | |||
| By: | /s/ Richard Li | ||
| Richard Li, Director | |||
Di Fan Shen | |||
| By: | /s/ Di Fan Shen | ||
| Di Fan Shen | |||
Richard Li | |||
| By: | /s/ Richard Li | ||
| Richard Li | |||