Sec Form 13G Filing - Li Lei filing for QUTOUTIAO INC SPONSORED ADS NE (QTTOY) - 2020-02-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

CUSIP No. 74915J 107

1

Names of Reporting Persons
Lei Li

2

Check the Appropriate Box if a Member of a Group (See Instructions)
(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
5,813,751 (2)

6

Shared Voting Power
0

7

Sole Dispositive Power
5,813,751 (2)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,813,751 (2)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

11

Percent of Class Represented by Amount in Row (9)
8.0%* (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)

12

Type of Reporting Person (See Instructions)
IN

(2)

Represents 5,813,751 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.

1

Names of Reporting Persons
News List Ltd.

2

Check the Appropriate Box if a Member of a Group (See Instructions)
(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
5,813,751 (3)

6

Shared Voting Power
0

7

Sole Dispositive Power
5,813,751 (3)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,813,751 (3)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

11

Percent of Class Represented by Amount in Row (9)
8.0%* (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)

12

Type of Reporting Person (See Instructions)
CO

(3)

Represents 5,813,751 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.

Item 1.

(a)

Name of Issuer:
Qutoutiao Inc.

(b)

Address of Issuer’s Principal Executive Offices:
11/F, Block 3, XingChuang Technology Center

Shen Jiang Road 5005,

Pudong New Area, Shanghai, 200120

People’s Republic of China

Item 2.

(a)

Name of Person Filing:

(i)            Lei Li; and

(ii)           News List Ltd., a limited liability company established in the British Virgin Islands.

(b)

Address of Principal Business Office or, if none, Residence:

(i)           The address of the principal business office of Lei Li is 11/F, Block 3, XingChuang Technology Center, Shen Jiang Road 5005, Pudong New Area, Shanghai 200120, People’s Republic of China.

(ii)           The registered address of News List Ltd. is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

(c)

Citizenship:

(i)            Lei Li – People’s Republic of China

(ii)         News List Ltd. – British Virgin Islands

(d)

Title and Class of Securities:

Class A ordinary shares, par value US$0.0001 per share

(e)

CUSIP No.:

74915J 107

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:

Not applicable.

Item 4.

Ownership

Reporting
Person(1)

Amount
beneficially
owned

Percent of
class(2)

Sole power
to vote or
direct to
vote(2)

Shared
power to
vote or to
direct the
vote

Sole power
to
dispose or
to
direct the
disposition
of(1)

Shared
power
to dispose
or
to direct the
disposition
of

Lei Li

5,813,751

8.0

%

5,813,751

0

5,813,751

0

News List Ltd.

5,813,751

8.0

%

5,813,751

0

5,813,751

0

Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. The Class B ordinary shares beneficially owned by each of Mr. Li and News List Ltd. represent 16.1% of the aggregate voting power of the Issuer’s issued and outstanding share capital.

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.

Item 10.

Certifications.

Not applicable.

LEI LI

By:

/s/ Lei Li

Name:

Lei Li

NEWS LIST LTD.

By:

/s/ Lei Li

Name:

Lei Li

Title:

Director

Exhibit No.

Description

99.1

Joint Filing Agreement