Sec Form 13G Filing - TMT General Partner Ltd filing for Sound Group Inc. (SOGP) - 2021-02-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No.      )*

(Name of Issuer)

(Title of Class of Securities)

(Date of Event Which Requires Filing of this Statement)

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

o            Rule 13d-1(b)

o            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 the disclosures provided in a prior cover page.

** There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 53933L104  has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “LIZI”.  Each ADS represents 20 Class A Ordinary Shares.

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).

(1) TMT General Partner Ltd is the general partner of Morningside China TMT GP II, L.P.. Morningside China TMT GP II, L.P. is the general partner of Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P.. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are the record owner of 112,662,460 Class A Ordinary Shares and the record owner of 65,337,530 Class A Ordinary Shares.

(2) The ownership percentage of the Reporting Person is calculated based on a total of 683,446,090 Class A ordinary shares (excluding 25,428,430 Class A ordinary shares issued to Kastle Limited) as reported to be outstanding in the Company’s Form 20-F filed with the Securities Exchange Commission on April 20th, 2020.

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(3) TMT General Partner Ltd is the general partner of Morningside China TMT GP II, L.P.. Morningside China TMT GP II, L.P. is the general partner of Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P.. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are the record owner of 112,662,460 Class A Ordinary Shares and the record owner of 65,337,530 Class A Ordinary Shares.

(4) The ownership percentage of the Reporting Person is calculated based on a total of 683,446,090 Class A ordinary shares (excluding 25,428,430 Class A ordinary shares issued to Kastle Limited) as reported to be outstanding in the Company’s Form 20-F filed with the Securities Exchange Commission on April 20th, 2020.

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(5) The ownership percentage of the Reporting Person is calculated based on a total of 683,446,090 Class A ordinary shares (excluding 25,428,430 Class A ordinary shares issued to Kastle Limited) as reported to be outstanding in the Company’s Form 20-F filed with the Securities Exchange Commission on April 20th, 2020.

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Item 1.

(a)         Name of Issuer:

LIZHI INC.

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

Yangcheng Creative Industry Zone

No. 309 Middle Huangpu Avenue, Tianhe District

Guangzhou510655

People’s Republic of China

Item 2.

(a)         Name of Person Filing:

I.                TMT General Partner Ltd.

II.           Morningside China TMT GP II, L.P.

III.      Morningside China TMT Fund II, L.P.

IV.       Morningside China TMT Top Up Fund, L.P.

(b)         Address of Principal Business Office or, if none, Residence:

I., II., III & IV.                                  c/o Suite 905-6, 9th Floor

ICBC Tower, Three Garden Road

Hong Kong

(c)          Citizenship:

I., II., III & IV.               Cayman Islands

(d)      Title of Class of Securities:

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

(e)          CUSIP Number:

There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 53933L104  has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “LIZI”.  Each ADS represents 20 Class A Ordinary Shares.

Item 3.         If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4.         Ownership

(a)         Amount beneficially owned:

The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

(b)         Percent of class:

The information required by Items 4(a) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.

(c)          Number of shares as to which the person has:

The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

TMT General Partner Ltd is the general partner of Morningside China TMT GP II, L.P.. Morningside China TMT GP II, L.P. is the general partner of Morningside China TMT Fund II, L.P.. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are the record owner of 112,662,460 Class A Ordinary Shares and the record owner of 65,337,530 Class A Ordinary Shares. TMT General Partner Ltd. is controlled by its board consisting of five individuals, Jianming Shi, Qin Liu, Gerald Lokchung Chan, Maria K. Lam and Makim Wai On Andrew Ma, who have the voting and dispositive powers over the shares held by Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P..

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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

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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.

Date: February 24, 2021

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Exhibit Index