Sec Form 13G Filing - CL Lion Investment III Ltd filing for 17 Education & Technology Group Inc. (YQ) - 2023-02-06

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

 

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No.)*

 

17 Education & Technology Group Inc.
(Name of Issuer)

 

Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)

 

81807M106**

(CUSIP Number)

 

 

December 31, 2022

(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 13 d-1 (b)

☐ Rule 13d-1(c)

☒ 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.

 

**

CUSIP number of the Issuer’s American depositary shares (“ADSs”). Each one ADS represents ten Class A ordinary shares of the Issuer.

 

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).

 

 

 

 

 

 

CUSIP No. 81807M106

SCHEDULE 13G Page 2 of 5

 

1

NAME OF REPORTING PERSON

 

CL Lion Investment III Limited

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  

(b)  

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

 

45,798,690*

 
6

SHARED VOTING POWER

 

0

 
7

SOLE DISPOSITIVE POWER

 

45,798,690*

 
8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

45,798,690*

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.1% of Class A ordinary shares or 9.0% of total ordinary shares (representing 2.1% of the aggregate voting power)**

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

*Represents 45,798,690 Class A ordinary shares held by CL Lion Investment III Limited in the form of ADSs.
  
**The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class, being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of March 31, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s annual report on Form 20-F filed with the Securities and Exchange Commission (the “Commission”) on April 27, 2022. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to thirty votes, voting together as one class.

 

 

 

 

CUSIP No. 81807M106

SCHEDULE 13G Page 3 of 5

 

ITEM 1

 

(a)Name of Issuer

 

17 Education & Technology Group Inc. (the “Issuer”)

 

(b)Address of Issuer’s Principal Executive Offices

 

16/F, Block B, Wangjing Greenland Center
Chaoyang District, Beijing 100102
People’s Republic of China

 

ITEM 2

 

(a)Names of Person Filing

 

CL Lion Investment III Limited (the “Reporting Person”)

 

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

 

Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands

 

(c)Citizenship

 

British Virgin Islands

 

(d)Title of Class of Securities

 

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

 

(e)CUSIP Number

 

81807M106. This CUSIP number applies to the American depositary shares. One American depositary share represents ten Class A ordinary shares of the Issuer.

 

 

 

 

CUSIP No. 81807M106

SCHEDULE 13G Page 4 of 5

 

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

 

Ownership information as of December 31, 2022 of the Reporting Person is incorporated by reference through items (5) through (9) and (11) of the cover page.

 

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. 81807M106

SCHEDULE 13G Page 5 of 5

 

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.

 

  February 6, 2023
     
  CL Lion Investment III Limited
     
  By:

/s/ Ching Nar Cindy Chan

  Name:  Ching Nar Cindy Chan
  Title: Director