Sec Form 13G Filing - Liu Chang filing for 17 Education & Technology Group Inc. (YQ) - 2021-02-08

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 81807M 106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Select Market under the symbol “YQ.” Every two ADSs represent five Class A ordinary shares of the issuer.

Name of Reporting Person

  Andy Chang Liu

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship

  People’s Republic of China

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

  Sole Voting Power

  74,723,331. See Item 4.

  Shared Voting Power

  0

  Sole Dispositive Power

  58,453,168. See Item 4.

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  74,723,331. See Item 4.

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  15.5%. See Item 4.

  Type of Reporting Person

  IN

Name of Reporting Person

  Fluency Holding Ltd.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Place of Organization

  British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

  Sole Voting Power

  58,453,168. See Item 4.

  Shared Voting Power

  0

  Sole Dispositive Power

  58,453,168. See Item 4.

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  58,453,168. See Item 4.

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.2%. See Item 4.

  Type of Reporting Person

  CO

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

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

Citizenship:

Title of Class of Securities:

CUSIP No.:

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:

Ownership:

Andy Chang Liu

Fluency Holding Ltd.

Represents (i) 58,453,168 Class B Ordinary Shares held by Fluency Holding Ltd., a British Virgin Islands limited liability company, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares, (ii) 14,326,831 Class 0;A Ordinary Shares held by 17 Prosperity Limited, the voting rights of which shares are held by Mr. Andy Chang Liu, and (iii) 1,943,332 Class A Ordinary Shares accounted for as unvested restricted shares as of December 31, 2020 that would become issued and outstanding and to be held by 17 Prosperity Limited within 60 days after December 31, 2020, the voting rights of which shares are to held by Mr. Andy Chang Liu. 17 Prosperity Limited is wholly owned by 17 Prosperity Trust. 17 Prosperity Trust was established by the Issuer to hold shares that will be used to provide incentives and rewards to management team members. All shareholder rights of the shares held in 17 Prosperity Trust, including but not limited to voting rights and dividend rights, are unconditionally waived until the corresponding shares are vested in accordance with the applicable vesting schedule, and such unvested restricted shares are subject to forfeiture if vesting conditions are not met. Fluency Holding Ltd. is wholly owned by Simple Prosperity Limited, which is wholly owned by Vistra Trust (Singapore) Pte. Limited, the trustee of Sunny Trust. Mr. Andy Chang Liu is the settler of Sunny Trust, and Mr. Andy Chang Liu and his family members are the beneficiaries of Sunny Trust.

The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 480,183,070 outstanding ordinary shares, being the sum of 421,729,902 Class A Ordinary Shares and 58,453,168 Class B Ordinary Shares outstanding as of December 31, 2020 as a single class, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. In computing the percentage ownership of the reporting persons, we have included shares that the reporting persons have the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2020.

The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s Class A Ordinary Shares and Class B Ordinary Shares as of December 31, 2020 as a single class. Each Class B Ordinary Share is entitled to thirty votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

Represents 58,453,168 Class B Ordinary Shares held by Fluency Holding Ltd., a British Virgin Islands limited liability company, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

Description