Sec Form 13G Filing - Wu Tianhua filing for UP Fintech Holding Ltd (TIGR) - 2020-02-19

SCHEDULE 13G

Under the Securities Act of 1934
(Amendment No.      )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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.

** CUSIP number 91531W106 was assigned to the American Depositary Shares (“ADSs”) of UP Fintech Holding Limited (the “Issuer”). Each ADS represents 15 Class A ordinary shares, par value $0.00001 per share (“Class A Ordinary Shares”) of the Issuer. The CUSIP number of Class A Ordinary Shares is G9405E104.

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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

(1)        Represents (i) 337,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, which are beneficially owned by Mr. Tianhua Wu through Tiger Family Trust, as further disclosed in Item 4; (ii) 25,650,005 Class A Ordinary Shares (8,641,593 of which were in the form of ADSs as of January 13, 2020) issued to participants of the UP Fintech Holding Limited Share Incentive Plan and the UP Fintech Holding Limited 2019 Performance Incentive Plan of the Issuer (the “Plans”) by exercise of awards thereof, with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu; (iii) 127,026,005 Class A Ordinary Shares held by ARK Trust (Hong Kong) Limited for the benefit of certain participants of the Plans, with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu; and (iv) 12,403,750 Class A Ordinary Shares issuable to certain participants of the Plans upon exercise of awards thereof within 60 days as of January 13, 2020, which were reserved and not issued to ARK Trust (Hong Kong) Limited, with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu.

(2)        Represents 337,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, which are beneficially owned by Mr. Tianhua Wu through Tiger Family Trust, as further disclosed in Item 4.

(3)        Represents 80.3% of the total outstanding voting power of the Issuer, based on 1,849,036,949 Class A Ordinary Shares and 337,611,722 Class B Ordinary Shares of the Issuer outstanding as of January 13, 2020 as a single class, as provided by the Issuer.

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(1)        Represents 337,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, as further disclosed in Item 4.

(2)        Represents 78.5% of the total outstanding voting power of the Issuer, based on 1,849,036,949 Class A Ordinary Shares and 337,611,722 Class B Ordinary Shares of the Issuer outstanding as of January 13, 2020 as a single class, as provided by the Issuer.

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(1)        Represents 337,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, which is wholly-owned by Sky Tiger Investment Holding Limited, as further disclosed in Item 4.

(2)        Represents 78.5% of the total outstanding voting power of the Issuer, based on 1,849,036,949 Class A Ordinary Shares and 337,611,722 Class B Ordinary Shares of the Issuer outstanding as of January 13, 2020 as a single class, as provided by the Issuer.

4

(1)        Represents 337,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, which is indirectly wholly-owned by Lightspeed Rise Holdings Limited through its wholly-owned subsidiary, Sky Fintech Holding Limited, as further disclosed in Item 4.

(2)        Represents 78.5% of the total outstanding voting power of the Issuer, based on 1,849,036,949 Class A Ordinary Shares and 337,611,722 Class B Ordinary Shares of the Issuer outstanding as of January 13, 2020 as a single class, as provided by the Issuer.

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(1)        Represents 337,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, which is indirectly wholly-owned by Lightspeed Rise Holdings Limited, which in turn is controlled by Tiger Family Trust, a trust established under the laws of Hong Kong and managed by ARK Trust (Hong Kong) Limited as the trustee, as further disclosed in Item 4.

(2)        Represents 78.5% of the total outstanding voting power of the Issuer, based on 1,849,036,949 Class A Ordinary Shares and 337,611,722 Class B Ordinary Shares of the Issuer outstanding as of January 13, 2020 as a single class, as provided by the Issuer.

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(1)        Represents 99,180,000 Class A Ordinary Shares held by ARK Trust (Hong Kong) Limited, under Tiger ESOP Trust that is managed by ARK Trust (Hong Kong) Limited as trustee, for benefit of certain participants of the Plans.

(2)        Represents 1.2% of the total outstanding voting power of the Issuer, based on 1,849,036,949 Class A Ordinary Shares and 337,611,722 Class B Ordinary Shares of the Issuer outstanding as of January 13, 2020 as a single class, as provided by the Issuer.

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(1)        Represents 27,846,005 Class A Ordinary Shares held by ARK Trust (Hong Kong) Limited, under Tiger ESOP Trust II that is managed by ARK Trust (Hong Kong) Limited as trustee, for benefit of certain participants of the Plans.

(2)        Represents 0.3% of the total outstanding voting power of the Issuer, based on 1,849,036,949 Class A Ordinary Shares and 337,611,722 Class B Ordinary Shares of the Issuer outstanding as of January 13, 2020 as a single class, as provided by the Issuer.

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Item 1.

(a)                      Name of Issuer:

UP Fintech Holding Limited (the “Issuer”)

(b)                      Address of Issuer’s Principal Executive Offices:

18/F, Grandyvic Building, No. 1 Building, No. 16 Taiyanggong Middle Road, Chaoyang District, Beijing, 100020 PRC

Item 2.

(a)                      Name of Person Filing:

(i) Tianhua Wu

(ii) Sky Fintech Holding Limited

(iii) Sky Tiger Investment Holding Limited

(iv) Lightspeed Rise Holdings Limited

(v) Tiger Family Trust

(vi) Tiger ESOP Trust

(vii) Tiger ESOP Trust II (collectively, the “Reporting Persons”)

(b)                      Address of Principal Office:

Each of Tianhua Wu, Sky Fintech Holding Limited and Sky Tiger Investment Holding Limited—18/F, Grandyvic Building, No. 1 Building, No. 16 Taiyanggong Middle Road, Chaoyang District, Beijing, 100020 PRC

Each of Lightspeed Rise Holdings Limited, Tiger Family Trust, Tiger ESOP Trust and Tiger ESOP Trust II—34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

(c)                       Citizenship:

Tianhua Wu—People’s Republic of China

Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited and Lightspeed Rise Holdings Limited—British Virgin Islands

Each of Tiger Family Trust, Tiger ESOP Trust and Tiger ESOP Trust II—Hong Kong

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(d)                      Title of Class of Securities:

Class A ordinary shares, par value $0.00001 per share, of the Issuer (“Class A Ordinary Shares”) and American Depositary Shares (“ADSs”), each presenting 15 Class A Ordinary Shares of the Issuer.

The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value $0.00001 per share (“Class B Ordinary Shares). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one vote, and is not convertible into Class B Ordinary Share under any circumstances. Each Class B Ordinary Share is entitled to 20 votes, and is convertible into one Class A Ordinary Share at any time. Upon any sale of Class B Ordinary Shares by a holder thereof to any person other than Mr. Tianhua Wu or any entity which is not a permitted affiliate of Mr. Tianhua Wu, such Class B Ordinary Shares are automatically and immediately converted into the same number of Class A Ordinary Shares.

(e)                       CUSIP Number:

91531W106

CUSIP number 91531W106 was assigned to the ADSs. The CUSIP number of Class A Ordinary Shares is G9405E104.

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

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(1)                                 Represents (i) 337,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, which are beneficially owned by Mr. Tianhua Wu through Tiger Family Trust, as further disclosed in note (3) below; (ii) 25,650,005 Class A Ordinary Shares (8,641,593 of which were in the form of ADSs as of January 13, 2020) issued to participants of the UP Fintech Holding Limited Share Incentive Plan and the UP Fintech Holding Limited 2019 Performance Incentive Plan of the Issuer (the “Plans”) by exercise of awards thereof, with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu; (iii) 127,026,005 Class A Ordinary Shares held by ARK Trust (Hong Kong) Limited (“ARK Limited”) for the benefit of certain participants of the Plans, with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu; and (iv) 12,403,750 Class A Ordinary Shares issuable to certain participants of the Plans upon exercise of awards thereof within 60 days, which were reserved and not issued to ARK Limited, with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu.

(2)                                 Represents 337,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited, which are beneficially owned by Mr. Tianhua Wu through Tiger Family Trust, as further disclosed in note (3) below.

(3)                       Represents 337,611,722 Class B Ordinary Shares held by Sky Fintech Holding Limited. Sky Fintech Holding Limited is indirectly wholly-owned by Lightspeed Rise Holdings Limited, through its wholly-owned subsidiary, Sky Tiger Investment Holding Limited. Lightspeed Rise Holdings Limited is controlled by Tiger Family Trust, a trust established under the laws of Hong Kong and managed by ARK Limited as the trustee. Mr. Tianhua Wu is the settlor of Tiger Family Trust, and Mr. Tianhua Wu and his family are the trust’s beneficiaries. Each Class B Ordinary Share is entitled to 20 votes, and is convertible into one Class A Ordinary Share at any time. Under the terms of this trust, Mr. Tianhua Wu 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 Sky Fintech Holding Limited in the Issuer. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Tianhua Wu may be deemed to beneficially own all of the shares of the Issuer owned by Sky Fintech Holding Limited.

(4)                       Represents 99,180,000 Class A Ordinary Shares held by ARK Limited, under Tiger ESOP Trust that was managed by ARK Trust (Hong Kong) Limited as trustee, for benefit of certain participants of the Plans.

(5)                       Represents 27,846,005 Class A Ordinary Shares held by ARK Limited, under Tiger ESOP Trust II that was managed by ARK Trust (Hong Kong) Limited as trustee, for benefit of certain participants of the Plans.

(6)                                 Based on 1,849,036,949 Class A Ordinary Shares and 337,611,722 Class B Ordinary Shares of the Issuer outstanding as of January 13, 2020 as a single class, as provided by the Issuer.

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.

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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.                       &# xA0;             Notice of Dissolution of the Group

Not applicable.

Item 10.                              Certification

Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 19, 2020

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LIST OF EXHIBITS

TO SCHEDULE 13G

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