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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Q&K International Group Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
G7308L 100 **
(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)
x 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 disclosures provided in a prior cover page.
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 (“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).
** This CUSIP number applies to the Class A ordinary shares (“Class A Ordinary Shares”) of Q&K International Group Limited (the “Issuer”). CUSIP number 74738J 102 applies to the American Depositary Shares (ADSs”) of the Issuer, each representing thirty (30) Class A Ordinary Shares.
| CUSIP NO. G7308L 100 ** | 13 G |
| 1 | NAMES
OF REPORTING PERSONS SAIF IV Consumer (BVI) Limited | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) x |
| 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 0 |
| 6 | SHARED
VOTING POWER 120,000,000 (1) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 120,000,000 (1) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
120,000,000 (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | 11.3% (2) | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
| (1) | As described in Item 4 below, SAIF IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd. (“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International Group Limited (the “Issuer”). All of these shares are held directly by SAIF IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to share voting and dispositive power over the shares held directly by SAIF IV. |
| (2) | This percentage is calculated using 1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221 Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment option in the Issuer’s initial public offering, pursuant to the Issuer’s prospectus on Form 424B4 dated November 7, 2019 and press release announcing the full exercise of over-allotment option in its initial public offering dated November 13, 2019. |
| CUSIP NO. G7308L 100 ** | 13 G |
1 |
NAMES
OF REPORTING PERSONS SAIF Partners IV L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 |
| 6 | SHARED
VOTING POWER 120,000,000 (1) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 120,000,000 (1) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
120,000,000 (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.3% (2) | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |
| (1) | As described in Item 4 below, SAIF IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd. (“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International Group Limited (the “Issuer”). All of these shares are held directly by SAIF IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to share voting and dispositive power over the shares held directly by SAIF IV. |
| (2) | This percentage is calculated using 1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221 Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment option in the Issuer’s initial public offering, pursuant to the Issuer’s prospectus on Form 424B4 dated November 7, 2019 and press release announcing the full exercise of over-allotment option in its initial public offering dated November 13, 2019. |
| CUSIP NO. G7308L 100 ** | 13 G |
| 1 | NAMES
OF REPORTING PERSONS SAIF IV GP, L.P. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 |
| 6 | SHARED
VOTING POWER 120,000,000 (1) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 120,000,000 (1) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
120,000,000 (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.3% (2) | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |
| (1) | As described in Item 4 below, SAIF IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd. (“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International Group Limited (the “Issuer”). All of these shares are held directly by SAIF IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to share voting and dispositive power over the shares held directly by SAIF IV. |
| (2) | This percentage is calculated using 1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221 Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment option in the Issuer’s initial public offering, pursuant to the Issuer’s prospectus on Form 424B4 dated November 7, 2019 and press release announcing the full exercise of over-allotment option in its initial public offering dated November 13, 2019. |
| CUSIP NO. G7308L 100 ** | 13 G |
| 1 | NAMES
OF REPORTING PERSONS SAIF IV GP Capital Ltd. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 |
| 6 | SHARED
VOTING POWER 120,000,000 (1) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 120,000,000 (1) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
120,000,000 (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.3% (2) | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |
| (1) | As described in Item 4 below, SAIF IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd. (“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International Group Limited (the “Issuer”). All of these shares are held directly by SAIF IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to share voting and dispositive power over the shares held directly by SAIF IV. |
| (2) | This percentage is calculated using 1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221 Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment option in the Issuer’s initial public offering, pursuant to the Issuer’s prospectus on Form 424B4 dated November 7, 2019 and press release announcing the full exercise of over-allotment option in its initial public offering dated November 13, 2019. |
| CUSIP NO. G7308L 100 ** | 13 G |
| 1 | NAMES
OF REPORTING PERSONS Andrew Y. Yan | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| CITIZENSHIP
OR PLACE OF ORGANIZATION Hong Kong | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 |
| 6 | SHARED
VOTING POWER 120,000,000 (1) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 120,000,000 (1) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
120,000,000 (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.3% (2) | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |
| (1) | As described in Item 4 below, SAIF IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd. (“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International Group Limited (the “Issuer”). All of these shares are held directly by SAIF IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to share voting and dispositive power over the shares held directly by SAIF IV. |
| (2) | This percentage is calculated using 1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221 Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment option in the Issuer’s initial public offering, pursuant to the Issuer’s prospectus on Form 424B4 dated November 7, 2019 and press release announcing the full exercise of over-allotment option in its initial public offering dated November 13, 2019. |
| CUSIP NO. G7308L 100 ** | 13 G |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”) of Q&K International Group Limited (the “Issuer”).
| Item 1(a) | Name of Issuer: |
Q&K International Group Limited
| Item 1(b) | Address of Issuer’s principal executive offices: |
| Suite 1607, Building A |
| No. 596 Middle Longhua Road |
| Xuhui Districk, Shanghai 200032 |
| People’s Republic of China |
| Items 2(a) | Name of Reporting Persons filing: |
| SAIF IV Consumer (BVI) Limited (“SAIF IV”) | |
| SAIF Partners IV L.P. (“SAIF Partners”) | |
| SAIF IV GP, Ltd. (“SAIF IV GP”) | |
| SAIF IV GP Capital Ltd. (“SAIF IV GP Capital”) | |
| Andrew Y. Yan (“Yan”) |
| Item 2(b) | Address or principal business office or, if none, residence: |
| Suites 2516-2520, Two Pacific Place, 88 Queensway, Hong Kong |
| Item 2(c) | Citizenship: |
| Name | Citizenship or Place of Organization | |
| SAIF IV | British Virgin Islands | |
| SAIF Partners | Cayman Islands | |
| SAIF IV GP | Cayman Islands | |
| SAIF IV GP Capital | Cayman Islands | |
| Yan | Hong Kong | |
| Item 2(d) | Title of class of securities: |
| Class A Ordinary Shares, par value US$0.00001 per share |
| Item 2(e) | CUSIP No.: |
| G7308L 100* |
| *This CUSIP number applies to the Class A Ordinary Shares. CUSIP number 74738J 102 applies to the ADSs of the Issuer, each representing thirty (30) Class A Ordinary Shares. |
| Item 3 | Not applicable. |
| Item 4 | Ownership |
| The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019. |
| CUSIP NO. G7308L 100 ** | 13 G |
| Reporting Persons | Shares
of Common Stock Held Directly | Sole Voting Power | Shared
Voting Power (1) | Sole Dispositive Power | Shared Dispositive Power (1) | Beneficial Ownership | Percentage
of Class (1) | |||||||||||||||||||||
| SAIF IV | 120,000,000 | 0 | 120,000,000 | 0 | 120,000,000 | 120,000,000 | 11.3 | % | ||||||||||||||||||||
| SAIF Partners | 0 | 0 | 120,000,000 | 0 | 120,000,000 | 120,000,000 | 11.3 | % | ||||||||||||||||||||
| SAIF IV GP | 0 | 0 | 120,000,000 | 0 | 120,000,000 | 120,000,000 | 11.3 | % | ||||||||||||||||||||
| SAIF IV GP Capital | 0 | 0 | 120,000,000 | 0 | 120,000,000 | 120,000,000 | 11.3 | % | ||||||||||||||||||||
| Yan | 0 | 0 | 120,000,000 | 0 | 120,000,000 | 120,000,000 | 11.3 | % | ||||||||||||||||||||
| (1) | This percentage is calculated using 1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221 Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment option in the Issuer’s initial public offering, pursuant to the Issuer’s prospectus on Form 424B4 dated November 7, 2019 and press release announcing the full exercise of over-allotment option in its initial public offering dated November 13, 2019. |
The 120,000,000 Class A ordinary shares are held directly by SAIF IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to share voting and dispositive power over the shares held directly by SAIF IV.
| 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. |
| CUSIP NO. G7308L 100 ** | 13 G |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.
Dated: March 2, 2020
SAIF IV Consumer (BVI) Limited
| By: | SAIF Partners IV L.P. |
| Its: | Sole Shareholder By: SAIF IV GP, L.P., its General Partner By: SAIF IV GP Capital Ltd, its General Partner |
| By: | /s/ Andrew Y. Yan | |
| Andrew Y. Yan, Sole Shareholder | ||
SAIF Partners IV L.P.
By: SAIF IV GP, L.P., its General Partner By: SAIF IV GP Capital Ltd, its General Partner |
| By: | /s/ Andrew Y. Yan | |
| Andrew Y. Yan, Sole Shareholder | ||
SAIF IV GP, L.P.
| By: SAIF IV GP Capital Ltd, its General Partner |
| By: | /s/ Andrew Y. Yan | |
| Andrew Y. Yan, Sole Shareholder |
SAIF IV GP Capital Ltd.
| By: SAIF IV GP Capital Ltd, its General Partner |
| By: | /s/ Andrew Y. Yan | |
| Andrew Y. Yan, Sole Shareholder |
| By: | /s/ Andrew Y. Yan | |
| Andrew Y. Yan, Sole Shareholder |
| CUSIP NO. G7308L 100 ** | 13 G |
Exhibit(s):
| Exhibit 99.1: | Joint Filing Statement |