Sec Form 13G Filing - LIN Hui @ LAIX Inc.

Sec Form 13G Filing - LIN Hui filing for LAIX Inc. (LAIXY) - 2020-02-13

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


CUSIP No. 50736W 105				Page 3 of 7 pages


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:

Hui Lin and Ulingo Holdings Ltd. (each a “Reporting Person,” collectively, the “Reporting Persons)

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

Hui Lin

3/F, Building B, No. 1687 Changyang Road

Yangpu District, Shanghai, 200090

People’s Republic of China

Ulingo Holdings Ltd.

Start Chambers, Wickham’s Cay II.

P.O. Box 2221, Road Town,

Tortola, British Virgin Islands

ITEM 2(c).

CITIZENSHIP:

Hui Lin – People’s Republic of China

Ulingo 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


CUSIP No. 50736W 105				Page 5 of 7 pages

ITEM 4.

OWNERSHIP


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:
Hui Lin		2,930,896	⁽¹⁾		5.9	%⁽³⁾		12.9	%⁽⁴⁾		2,930,896	⁽¹⁾		0		2,930,896	⁽¹⁾		0
Ulingo Holdings Ltd.		2,910,896	⁽²⁾		5.9	%⁽³⁾		12.9	%⁽⁴⁾		2,910,896	⁽²⁾		0		2,910,896	⁽²⁾		0

(1)

Includes (i) 2,910,896 Class B Ordinary Shares held by Ulingo Holdings Ltd., a British Virgin Islands company beneficially owned by Dr. Hui Lin, and (ii) 20,000 Class A Ordinary Shares issuable upon the exercise of the options held by Dr. Hui Lin that are vested or will be vested within 60 days after December 31, 2019. Ulingo Holdings Ltd. is ultimately held by The Lin Family 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, Dr. Hui Lin 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 Ulingo 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 2,910,896 Class B Ordinary Shares held by Ulingo Holdings Ltd., a British Virgin Islands company beneficially owned by Dr. Hui Lin. Ulingo Holdings Ltd. is ultimately held by The Lin Family 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, Dr. Hui Lin 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 Ulingo 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

Hui Lin

/s/ Hui Lin


Ulingo Holdings Ltd.

By:		/s/ Hui Lin
Name: Hui Lin
Title: Director

NAMES OF REPORTING PERSONS

Hui Lin

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China