| CUSIP NO. 92763W103 | 13D | Page 1 of 18 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)
(Amendment No.1)
Vipshop Holdings Limited
(Name of Issuer)
American Depositary Shares (ADS), each representing
Two Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
92763W103
(CUSIP Number)
| COPY TO: | |
| André Levi | Sean Caplice, Esq. |
| c/o DCM | c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP |
| 2420 Sand Hill Road, Suite 200 | 1200 Seaport Boulevard |
| Menlo Park, CA 94025 | Redwood City, California 94063 |
| (650) 233-1400 | (650) 321-2400 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 14, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 the cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes 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).
(Continued on following pages)
| CUSIP NO. 92763W103 | 13D | Page 2 of 18 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM V, L.P. (“DCM V”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 9,231,361 ordinary shares (“Ordinary Shares”), except that DCM Investment Management V, L.P. (“GP V”), the general partner of DCM V, and DCM International V, Ltd. (“UGP V”), the general partner of GP V, may be deemed to have sole power to vote these shares, and K. David Chao (“Chao”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”), the directors of UGP V, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 9,231,361 Ordinary Shares, except that GP V, the general partner of DCM V, and UGP V, the general partner of GP V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,231,361 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.4% | ||
| 12 | TYPE
OF REPORTING PERSON* PN | ||
| CUSIP NO. 92763W103 | 13D | Page 3 of 18 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Affiliates Fund V, L.P. (“Aff V”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 225,253 Ordinary Shares, except that GP V, the general partner of Aff V, and UGP V, the general partner of GP V, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 225,253 Ordinary Shares, except that GP V, the general partner of Aff V, and UGP V, the general partner of GP V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 225,253 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% | ||
| 12 | TYPE
OF REPORTING PERSON* PN | ||
| CUSIP NO. 92763W103 | 13D | Page 4 of 18 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Investment Management V, L.P. (“GP V”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 9,456,614 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V and 225,253 Ordinary Shares are directly owned by Aff V. GP V, the general partner of DCM V and Aff V, may be deemed to have sole power to vote these shares, except that UGP V, the general partner of GP V, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 9,456,614 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V and 225,253 Ordinary Shares are directly owned by Aff V. GP V, the general partner of DCM V and Aff V, may be deemed to have sole power to dispose of these shares, except that UGP V, the general partner of GP V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,456,614 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6% | ||
| 12 | TYPE
OF REPORTING PERSON* PN | ||
| CUSIP NO. 92763W103 | 13D | Page 5 of 18 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM International V, Ltd. (“UGP V”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 9,456,614 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V and 225,253 Ordinary Shares are directly owned by Aff V. UGP V is the general partner of GP V, the general partner of each of DCM V and Aff V, and may be deemed to have sole voting power with respect to such shares, except GP V, the general partner of each of DCM V and Aff V, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 9,456,614 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V and 225,253 Ordinary Shares are directly owned by Aff V. UGP V is the general partner of GP V, the general partner of each of DCM V and Aff V, and may be deemed to have sole power to dispose of such shares, except GP V, the general partner of each of DCM V and Aff V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,456,614 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6% | ||
| 12 | TYPE
OF REPORTING PERSON* OO | ||
| CUSIP NO. 92763W103 | 13D | Page 6 of 18 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Hybrid RMB Fund, L.P. (“Hybrid Fund”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 American Depositary Shares (“ADSs”), except that DCM Hybrid RMB Fund Investment Management, L.P. (“Hybrid Fund DGP”), the general partner of Hybrid Fund, and DCM Hybrid RMB Fund International, Ltd. (“Hybrid Fund UGP”), the general partner of Hybrid Fund DGP, may be deemed to have sole power to vote these shares, and Chao, Moran, Blaisdell and Jason Krikorian (“Krikorian”), the directors of Hybrid Fund UGP, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, except that Hybrid Fund DGP, the general partner of Hybrid Fund, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,449,660 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% | ||
| 12 | TYPE
OF REPORTING PERSON* PN | ||
| CUSIP NO. 92763W103 | 13D | Page 7 of 18 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Hybrid RMB Fund Investment Management, L.P. (“Hybrid Fund DGP”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund. Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to vote these shares, except that Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may be deemed to have sole power to vote these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund. Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to dispose of these shares, except that Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,449,660 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% | ||
| 12 | TYPE
OF REPORTING PERSON* PN | ||
| CUSIP NO. 92763W103 | 13D | Page 8 of 18 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Hybrid RMB Fund International, Ltd. (“Hybrid Fund UGP”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund. Hybrid Fund UGP is the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have sole voting power with respect to such shares, except Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to vote these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to vote these shares. | |
| 6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund. Hybrid Fund UGP is the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have sole power to dispose of these shares, except Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,449,660 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% | ||
| 12 |
TYPE OF REPORTING PERSON* OO | ||
| CUSIP NO. 92763W103 | 13D | Page 9 of 18 |
| 1 | NAME OF REPORTING PERSON K. David Chao (“Chao”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Japanese Citizen | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. | |
| 6 | SHARED
VOTING POWER 15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund. Chao is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares. | ||
| 8 | SHARED
DISPOSITIVE POWER 15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund. Chao is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,906,274 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.4% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| CUSIP NO. 92763W103 | 13D | Page 10 of 18 |
| 1 | NAME OF REPORTING PERSON Peter W. Moran (“Moran”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER 0 shares. | |
| 6 | SHARED
VOTING POWER 15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund. Moran is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares. | ||
| 8 | SHARED
DISPOSITIVE POWER 15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund. Moran is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,906,274 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.4% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| CUSIP NO. 92763W103 | 13D | Page 11 of 18 |
| 1 | NAME OF REPORTING PERSON Thomas Blaisdell (“Blaisdell”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER 0 shares. | |
| 6 | SHARED
VOTING POWER 15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund. Blaisdell is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares. | ||
| 8 | SHARED
DISPOSITIVE POWER 15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund. Blaisdell is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,906,274 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.4% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| CUSIP NO. 92763W103 | 13D | Page 12 of 18 |
| 1 | NAME OF REPORTING PERSON Jason Krikorian (“Krikorian”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER 0 shares. | |
| 6 | SHARED VOTING POWER 6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund. Krikorian is a director of Hybrid Fund UGP, the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares. | ||
| 7 | SOLE DISPOSITIVE POWER 0 shares. | ||
| 8 | SHARED DISPOSITIVE POWER 6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund. Krikorian is a director of Hybrid Fund UGP, the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares. | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,449,660 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| CUSIP NO. 92763W103 | 13D | Page 13 of 18 |
This Amendment No. 1 supplements and amends the Schedule 13D that was filed on March 28, 2012 (the “Original Schedule 13D”) and is being filed to report the sale by certain of the Reporting Persons of the Ordinary Shares of Vipshop Holdings Limited, a Cayman Islands limited company (the “Company”), in a secondary offering on March 14, 2013 (the “Secondary Sale”) of an aggregate 1,555,000 ADSs. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following statement:
On March 14, 2013, each of the Reporting Persons converted 3,110,000 in the aggregate of their Ordinary Shares into 1,555,000 ADSs which were sold as described in Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
(a,b) Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person. References to percentages of ownership of Ordinary Shares in this Amendment No. 1 are based upon 110,300,505 Ordinary Shares stated to be outstanding as of immediately following consummation of the Secondary Sale in the Company’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on March 14, 2013.
(c) There were no transactions by the Reporting Persons of the Company’s Ordinary Shares or ADSs during the past 60 days other than the Secondary Sale described below.
| Name | Date | Number of ADSs Sold* | Gross Sales Price |
| DCM V, L.P. | 3/14/13 | 1,366,165 | US$24 per ADS* |
| DCM Affiliates Fund V, L.P. | 3/14/13 | 33,335 | US$24 per ADS* |
| DCM Hybrid RMB Fund, L.P. | 3/14/13 | 155,500 | US$24 per ADS* |
*Each ADS represents two Ordinary Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Original Schedule 13D is amended to add the following final paragraph:
In connection with the Company’s follow-on public offering, the Reporting Persons, together with other existing shareholders, the underwriters, and officers and directors of the Company, entered into a Lock-Up Agreement. Pursuant to such Lock-Up Agreement, the Reporting Persons agreed that they will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of directly or indirectly, any Ordinary Shares or ADSs, except for the ADSs sold by the Reporting Persons in the Secondary Sale or securities convertible into or exchangeable or exercisable for such Ordinary Shares or ADSs, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, ADSs or any securities of the Company that are substantially similar to the ADSs or Ordinary Shares of the Company, or any options or warrants to purchase any ADSs or Ordinary Shares of the Company, or any securities convertible into, exchangeable for or that represent the right to receive ADSs or Ordinary Shares of the Company, whether now owned or hereinafter acquired, owned directly by the Reporting Persons or with respect to which the Reporting Persons have beneficial ownership, whether any of such aforementioned transactions are to be settled by delivery of the Ordinary Shares or ADSs or such other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the underwriter representatives for a period of 90 days after the public offering date set forth on the final prospectus of the Company. This summary description does not purport to be complete, and is qualified in its entirety by the Lock-Up Agreement attached as Exhibit E to the Underwriting Agreement filed with the Securities and Exchange Commission as Exhibit 1.1 to the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on February 21, 2013 (the “F-1”) and is incorporated herein by reference.
| CUSIP NO. 92763W103 | 13D | Page 14 of 18 |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is amended to add the following Exhibits:
| EXHIBIT A | Agreement of Joint Filing |
| EXHIBIT 1.1 | Lock-Up Agreement entered into by and among the Company, the underwriters and certain others (incorporated by reference to Exhibit E of Exhibit 1.1 of the Company’s F-1). |
| CUSIP NO. 92763W103 | 13D | Page 15 of 18 |
SIGNATURES
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: March 20, 2013
DCM V, L.P.
By: DCM INVESTMENT MANAGEMENT V, L.P.
Its General Partner
By: DCM INTERNATIONAL V, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
DCM AFFILIATES FUND V, L.P.
By: DCM INVESTMENT MANAGEMENT V, L.P.
Its General Partner
By: DCM INTERNATIONAL V, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
DCM INVESTMENT MANAGEMENT V, L.P.
By: DCM INTERNATIONAL V, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
DCM INTERNATIONAL V, LTD.
By: /s/ André Levi
André Levi
Assistant Secretary
| CUSIP NO. 92763W103 | 13D | Page 16 of 18 |
DCM HYBRID RMB FUND, L.P.
By: DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P.
Its General Partner
By: DCM HYBRID RMB FUND INTERNATIONAL, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P.
By: DCM HYBRID RMB FUND INTERNATIONAL, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
DCM HYBRID RMB FUND INTERNATIONAL, LTD.
By: /s/ André Levi
André Levi
Assistant Secretary
/s/ K. David Chao
K. David Chao
/s/ Peter W. Moran
Peter W. Moran
/s/ Thomas Blaisdell
thomas Blaisdell
/s/ Jason Krikorian
JASON KRIKORIAN
| CUSIP NO. 92763W103 | 13D | Page 17 of 18 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Ordinary Shares and ADSs of Vipshop Holdings Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Date: March 20, 2013
DCM V, L.P.
By: DCM INVESTMENT MANAGEMENT V, L.P.
Its General Partner
By: DCM INTERNATIONAL V, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
DCM AFFILIATES FUND V, L.P.
By: DCM INVESTMENT MANAGEMENT V, L.P.
Its General Partner
By: DCM INTERNATIONAL V, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
DCM INVESTMENT MANAGEMENT V, L.P.
By: DCM INTERNATIONAL V, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
| CUSIP NO. 92763W103 | 13D | Page 18 of 18 |
DCM INTERNATIONAL V, LTD.
By: /s/ André Levi
André Levi
Assistant Secretary
DCM HYBRID RMB FUND, L.P.
By: DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P.
Its General Partner
By: DCM HYBRID RMB FUND INTERNATIONAL, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P.
By: DCM HYBRID RMB FUND INTERNATIONAL, LTD.
Its General Partner
By: /s/ André Levi
André Levi
Assistant Secretary
DCM HYBRID RMB FUND INTERNATIONAL, LTD.
By: /s/ André Levi
André Levi
Assistant Secretary
/s/ K. David Chao
K. David Chao
/s/ Peter W. Moran
Peter W. Moran
/s/ Thomas Blaisdell
thomas Blaisdell
/s/ Jason Krikorian
JASON KRIKORIAN