Sec Form 13G Filing - Hou Xiaodi filing for TUSIMPLE HLDGS INC (TSPH) - 2022-02-14

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.

  Name of Reporting Person

  White Marble LLC

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware, United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  25,367,314 ⁽¹⁾

  Shared Voting Power

  See footnote response to row 5

  Sole Dispositive Power

  25,367,314 ⁽¹⁾

  Shared Dispositive Power

  See footnote response to row 7

  Aggregate Amount Beneficially Owned by Each Reporting Person

  25,367,314 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.6%⁽²⁾ (or 31.1%⁽³⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 13,367,314 shares of Class A common stock held by White Marble LLC and 12,000,000 shares of Class B common stock held by White Marble International Limited, which are convertible into 12,000,000 shares of Class A common stock at any time. White Marble LLC is the sole shareholder of White Marble International Limited. The members of White Marble LLC are the Hou Song Living Trust and the DX3906 Trust. Xiaodi Hou is the trustee of each such trust and may be deemed to have sole voting and investment power over such shares.

The percentage is calculated based on (i) 189,026,565 shares of Class A common stock issued and outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, and (ii) assuming 12,000,000 shares of Class B common stock held by such reporting person are converted into the same number of Class A common stock.

Each holder of Class A common stock is entitled to one vote per share and each holder of Class B common stock is entitled to ten votes per share, on all matters submitted to them for vote. The voting power of the shares beneficially owned represented 31.1% of the total outstanding voting power, calculated based on (i) 189,026,565 shares of Class A common stock issued and outstanding as of October 31, 2021, and (ii) 24,000,000 shares of Class B common stock issued and outstanding as of October 31, 2021, each as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

  Name of Reporting Person

  White Marble International Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Samoa

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  12,000,000 ⁽¹⁾

  Shared Voting Power

  See footnote response to row 5

  Sole Dispositive Power

  12,000,000 ⁽¹⁾

  Shared Dispositive Power

  See footnote response to row 7

  Aggregate Amount Beneficially Owned by Each Reporting Person

  12,000,000 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  6.0%⁽²⁾ (or 28.0%⁽³⁾ of the aggregate voting power)

  Type of Reporting Person

  OO

Represents 12,000,000 shares of Class B common stock held by White Marble International Limited, which are convertible into 12,000,000 shares of Class A common stock at any time. White Marble LLC is the sole shareholder of White Marble International Limited. The members of White Marble LLC are the Hou Song Living Trust and the DX3906 Trust. Xiaodi Hou is the trustee of each such trust and may be deemed to have sole voting and investment power over such shares.

The percentage is calculated based on (i) 189,026,565 shares of Class A common stock issued and outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, and (ii) assuming 12,000,000 shares of Class B common stock held by such reporting person are converted into the same number of Class A common stock.

Each holder of Class A common stock is entitled to one vote per share and each holder of Class B common stock is entitled to ten votes per share, on all matters submitted to them for vote. The voting power of the shares beneficially owned represented 31.1% of the total outstanding voting power, calculated based on (i) 189,026,565 shares of Class A common stock issued and outstanding as of October 31, 2021, and (ii) 24,000,000 shares of Class B common stock issued and outstanding as of October 31, 2021, each as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

  Name of Reporting Person

  Xiaodi Hou

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  25,367,314 ⁽¹⁾

  Shared Voting Power

  See footnote response to row 5

  Sole Dispositive Power

  25,367,314 ⁽¹⁾

  Shared Dispositive Power

  See footnote response to row 7

  Aggregate Amount Beneficially Owned by Each Reporting Person

  25,367,314 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.6%⁽²⁾ (or 31.1%⁽³⁾ of the aggregate voting power)

  Type of Reporting Person

  IN

Represents 13,367,314 shares of Class A common stock held by White Marble LLC and 12,000,000 shares of Class B common stock held by White Marble International Limited, which are convertible into 12,000,000 shares of Class A common stock at any time. White Marble LLC is the sole shareholder of White Marble International Limited. The members of White Marble LLC are the Hou Song Living Trust and the DX3906 Trust, each of which Xiaodi Hou is the trustee and has voting and investment power over such shares.

The percentage is calculated based on (i) 189,026,565 shares of Class A common stock issued and outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, and (ii) assuming 12,000,000 shares of Class B common stock held by such reporting person are converted into the same number of Class A common stock.

Each holder of Class A common stock is entitled to one vote per share and each holder of Class B common stock is entitled to ten votes per share, on all matters submitted to them for vote. The voting power of the shares beneficially owned represented 31.1% of the total outstanding voting power, calculated based on (i) 189,026,565 shares of Class A common stock issued and outstanding as of October 31, 2021, and (ii) 24,000,000 shares of Class B common stock issued and outstanding as of October 31, 2021, each as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

Name of Issuer:

TuSimple Holdings Inc.

Address of Issuer’s Principal Executive Offices:

9191 Towne Centre Drive, Suite 600, San Diego, CA 92122

Name of Person Filing:

(i) White Marble LLC;

(ii) White Marble International Limited; and

(iii) Xiaodi Hou (collectively, the “Reporting Persons”).

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

The address of each of the Reporting Persons is:

9191 Towne Centre Drive, Suite 600

San Diego, CA 92122

Citizenship:

White Marble LLC – Delaware, United States

White Marble International Limited – Samoa

Xiaodi Hou – United States

Title of Class of Securities:

Class A common stock, par value US$0.0001 per share, of the Issuer.

The Issuer’s common stock consist of Class A common stock and Class B common stock. Each holder of Class A common stock is entitled to one vote per share and each holder of Class B common stock is entitled to ten votes per share, on all matters submitted to shareholders for vote. Class B common stock is convertible at any time by the holder thereof into Class A common stock on a one-for-one basis. Class A common stock are not convertible into Class B common stock under any circumstances.

CUSIP Number:

90089L108

Amount beneficially owned:

Percent of Class:

Number of shares as to which each Reporting Person has:

Sole power to vote or to 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 dispos e or to direct the disposition of:

Exhibit No.

Description

/s/ Xiaodi Hou

/s/ Xiaodi Hou

/s/ Xiaodi Hou