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, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LAIX Inc.
(Name of Issuer)
Class A ordinary shares, par value of $0.001 per share
(Title of Class of Securities)
50736W 105
(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 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).
| CUSIP No. 50736W 105 | Page 2 of 7 pages |
| 1 | NAMES OF REPORTING PERSONS
Zheren Hu | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
5,060,931 ordinary shares. See Item 4. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
5,060,931 ordinary shares. See Item 4. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,060,931 ordinary shares. See Item 4. | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%. See Item 4. | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 50736W 105 | Page 3 of 7 pages |
| 1 | NAMES OF REPORTING PERSONS
Muang Holdings Ltd. | |||||
| 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
5,010,931 ordinary shares. See Item 4. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
5,010,931 ordinary shares. See Item 4. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,010,931 ordinary shares. See Item 4. | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.2%. See Item 4. | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 50736W 105 | Page 4 of 7 pages |
| ITEM 1(a). | NAME OF ISSUER: |
LAIX Inc. (the “Issuer”)
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
3/F, Building B, No. 1687 Changyang Road
Yangpu District, Shanghai, 200090
People’s Republic of China
| ITEM 2(a). | NAME OF PERSON FILING: |
Zheren Hu and Muang Holdings Ltd. (each a “Reporting Person,” collectively, the “Reporting Persons)
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: |
Zheren Hu
3/F, Building B, No. 1687 Changyang Road
Yangpu District, Shanghai, 200090
People’s Republic of China
Muang Holdings Ltd.
Start Chambers, Wickham’s Cay II.
P.O. Box 2221, Road Town,
Tortola, British Virgin Islands
| ITEM 2(c). | CITIZENSHIP: |
Zheren Hu – People’s Republic of China
Muang Holdings Ltd. – British Virgin Islands
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Class A ordinary shares, par value of $0.001 per share (“Class A Ordinary Shares”). The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value of $0.001 per share (“Class B Ordinary Shares”). The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
| ITEM 2(e). | CUSIP NO.: |
50736W 105
| 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
| ITEM 4. | OWNERSHIP |
| CUSIP No. 50736W 105 | Page 5 of 7 pages |
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Percent of aggregate voting power: |
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: |
|||||||||||||||||||||
| Zheren Hu |
5,060,931 | (1) | 10.3 | %(3) | 22.1 | %(4) | 5,060,931 | (1) | 0 | 5,060,931 | (1) | 0 | ||||||||||||||||
| Muang Holdings Ltd. |
5,010,931 | (2) | 10.2 | %(3) | 22.1 | %(4) | 5,010,931 | (2) | 0 | 5,010,931 | (2) | 0 | ||||||||||||||||
| (1) | Includes (i) 5,010,931 Class B Ordinary Shares held by Muang Holdings Ltd., a British Virgin Islands company beneficially owned by Mr. Zheren Hu, and (ii) 50,000 Class A Ordinary Shares issuable upon the exercise of the options held by Mr. Zheren Hu that are vested or will be vested within 60 days after December 31, 2019. Muang Holdings Ltd. is ultimately held by Muang Trust, a trust established under the laws of British Virgin Islands and managed by UBS Trustees (B.V.I.) Limited as the trustee. Under the terms of this trust, Mr. Zheren Hu has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Muang Holdings Ltd. in the Issuer. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. |
| (2) | Includes 5,010,931 Class B Ordinary Shares held by Muang Holdings Ltd., a British Virgin Islands company beneficially owned by Mr. Zheren Hu. Muang Holdings Ltd. is ultimately held by Muang Trust, a trust established under the laws of British Virgin Islands and managed by UBS Trustees (B.V.I.) Limited as the trustee. Under the terms of this trust, Mr. Zheren Hu has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Muang Holdings Ltd. in the Issuer. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. |
| (3) | The percentage of the class of securities beneficially owned by each Reporting Person is based on 49,256,025 outstanding ordinary shares as a single class, being the sum of 29,580,351 Class A Ordinary Shares and 19,675,674 Class B Ordinary Shares outstanding as of December 31, 2019, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. |
| (4) | 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 the Issuer’s Class A and Class B ordinary shares as a single class. |
| 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 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
| CUSIP No. 50736W 105 | Page 6 of 7 pages |
| ITEM 10. | CERTIFICATIONS |
Not applicable
| CUSIP No. 50736W 105 | Page 7 of 7 pages |
LIST OF EXHIBIT
Exhibit 99.1 – Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on January 29, 2019 by the reporting persons with the Securities and Exchange Commission)
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 13, 2020
| Zheren Hu | ||
| /s/ Zheren Hu | ||
| Muang Holdings Ltd. | ||
| By: | /s/ Zheren Hu | |
| Name: Zheren Hu Title: Director | ||