UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

VIPSHOP HOLDINGS LIMITED

(Name of Issuer)

Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

92763W103

(CUSIP Number)

Sequoia Capital China II, L.P.

Suite 2215

Two Pacific Place

88 Queensway

Hong Kong, PRC

Attention: Neil Nanpeng Shen

Telephone: 852 2501-8989

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copies to:

Craig Marcus

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7802

November 18, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

This Schedule 13D (this “Statement”) constitutes Amendment No. 4 of the Schedule 13D on behalf of Sequoia Capital China II, L.P., Sequoia Capital China Partners Fund II, L.P., Sequoia Capital China Principals Fund II, L.P., Sequoia Capital China Management II, L.P., Sequoia Capital 2010 CV Holdco, Ltd., Sequoia Capital China Venture 2010 Fund, L.P., Sequoia Capital China Venture 2010 Partners Fund, L.P., Sequoia Capital China Venture 2010 Principals Fund, L.P., SC China Venture 2010 Management, L.P., SC China Holding Limited, SNP China Enterprises Limited, and Neil Nanpeng Shen. This Statement constitutes Amendment No. 2 of the Schedule 13D on behalf of Sequoia Capital China UR Holdings Limited.

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.

The information required on 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).

 

 

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 2 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Sequoia Capital China II, L.P. IRS Identification No. 26-0204241
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       5,483,868
				9.		Sole dispositive power       0
				10.		Shared dispositive power       5,483,868
11.		Aggregate amount beneficially owned by each reporting person       5,483,868
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       4.9%
14.		Type of reporting person (see instructions)       PN

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 3 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Sequoia Capital China Partners Fund II, L.P. IRS Identification No. 98-0577551
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       114,272
				9.		Sole dispositive power       0
				10.		Shared dispositive power       114,272
11.		Aggregate amount beneficially owned by each reporting person       114,272
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       0.1%
14.		Type of reporting person (see instructions)       PN

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 4 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Sequoia Capital China Principals Fund II, L.P. IRS Identification No. 33-1190312
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       880,678
				9.		Sole dispositive power       0
				10.		Shared dispositive power       880,678
11.		Aggregate amount beneficially owned by each reporting person       880,678
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       0.8%
14.		Type of reporting person (see instructions)       PN

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 5 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Sequoia Capital China Management II, L.P. IRS Identification No. 26-0204084
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       6,478,818
				9.		Sole dispositive power       0
				10.		Shared dispositive power       6,478,818
11.		Aggregate amount beneficially owned by each reporting person       6,478,818
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       5.8%
14.		Type of reporting person (see instructions)       PN

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 6 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Sequoia Capital 2010 CV Holdco, Ltd. IRS Identification No. 98-0660286
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       4,103,454
				9.		Sole dispositive power       0
				10.		Shared dispositive power       4,103,454
11.		Aggregate amount beneficially owned by each reporting person       4,103,454
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       3.7%
14.		Type of reporting person (see instructions)       OO

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 7 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Sequoia Capital China Venture 2010 Fund, L.P. IRS Identification No. 98-0678098
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       4,103,454
				9.		Sole dispositive power       0
				10.		Shared dispositive power       4,103,454
11.		Aggregate amount beneficially owned by each reporting person       4,103,454
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       3.7%
14.		Type of reporting person (see instructions)       PN

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 8 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Sequoia Capital China Venture 2010 Partners Fund, L.P. IRS Identification No. 98-0705138
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       4,103,454
				9.		Sole dispositive power       0
				10.		Shared dispositive power       4,103,454
11.		Aggregate amount beneficially owned by each reporting person       4,103,454
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       3.7%
14.		Type of reporting person (see instructions)       PN

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 9 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Sequoia Capital China Venture 2010 Principals Fund, L.P. IRS Identification No. 98-0705154
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       4,103,454
				9.		Sole dispositive power       0
				10.		Shared dispositive power       4,103,454
11.		Aggregate amount beneficially owned by each reporting person       4,103,454
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       3.7%
14.		Type of reporting person (see instructions)       PN

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 10 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   SC China Venture 2010 Management, L.P. IRS Identification No. 98-0678096
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       4,103,454
				9.		Sole dispositive power       0
				10.		Shared dispositive power       4,103,454
11.		Aggregate amount beneficially owned by each reporting person       4,103,454
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       3.7%
14.		Type of reporting person (see instructions)       PN

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 11 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   SC China Holding Limited IRS Identification No. – N/A
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       10,582,272
				9.		Sole dispositive power       0
				10.		Shared dispositive power       10,582,272
11.		Aggregate amount beneficially owned by each reporting person       10,582,272
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       9.5%
14.		Type of reporting person (see instructions)       OO

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 12 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   SNP China Enterprises Limited IRS Identification No. – N/A
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       British Virgin Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       10,582,272
				9.		Sole dispositive power       0
				10.		Shared dispositive power       10,582,272
11.		Aggregate amount beneficially owned by each reporting person       10,582,272
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       9.5%
14.		Type of reporting person (see instructions)       OO

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 13 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Sequoia Capital China UR Holdings Limited IRS Identification No. – N/A
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       437,646
				9.		Sole dispositive power       0
				10.		Shared dispositive power       437,646
11.		Aggregate amount beneficially owned by each reporting person       437,646
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       0.4%
14.		Type of reporting person (see instructions)       OO

 

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SCHEDULE 13D/A

 

CUSIP No. 92763W103		Page 14 of 18

 

1.		Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only)   Neil Nanpeng Shen
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Hong Kong SAR
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       553,654
				8.		Shared voting power       11,019,918
				9.		Sole dispositive power        553,654
				10.		Shared dispositive power       11,019,918
11.		Aggregate amount beneficially owned by each reporting person        11,573,572
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       10.4%
14.		Type of reporting person (see instructions)       IN

 

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Page 15 of 18

 

For each Reporting Person other than Sequoia Capital China UR Holdings Limited (“SCC UR”), except as set forth below, the Schedule 13D as initially filed on April 9, 2012, amended by Amendment No. 1 thereto on March 20, 2013, Amendment No. 2 thereto on June 24, 2013, and Amendment No. 3 thereto on September 10, 2013, remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits attached hereto and to the initial Schedule 13D filing is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits. This Schedule 13D constitutes Amendment No. 2 to the initial Schedule 13D filing on behalf of SCC UR that was filed on June 24, 2013 and amended on September 10, 2013.

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 is amended by adding the following new paragraph immediately following the first paragraph:

On September 10, 2013, SCC UR sold an aggregate of 173,300 Ordinary Shares in the form of 86,650 ADSs as further described in Item 4 below. On September 13, 2013, Neil Nanpeng Shen sold an aggregate of 200,000 Ordinary Shares in the form of 100,000 ADSs as further described in Item 4 below. On November 13, 2013, SCC VENTURE MGMT disposed of an aggregate of 277,640 Ordinary Shares in a pro rata in-kind distribution to certain of its partners or members as further described in Item 4 below. On November 18, 2013, certain Reporting Persons disposed of an aggregate of 4,000,000 Ordinary Shares in a pro rata in-kind distribution to certain of their partners or members as further described in Item 4 below. Following such distribution, the aggregate number of Ordinary Shares beneficially owned by the Reporting Persons is 11,573,572.

 

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 is amended by adding the following new paragraphs after the third paragraph thereof:

On September 10, 2013, SCC UR sold an aggregate of 173,300 Ordinary Shares in the form of 86,650 ADSs for aggregate consideration of $4,153,963. On September 13, 2013, Neil Nanpeng Shen sold an aggregate of 200,000 Ordinary Shares in the form of 100,000 ADSs for aggregate consideration of $4,924,399.

On November 13, 2013, SCC VENTURE MGMT disposed of an aggregate of 277,640 Ordinary Shares in a pro rata in-kind distribution to certain of its partners or members, including subsequent distributions by general partners or managing members to their respective partners or members (the “November 2013 Venture Distribution”). In connection with the November 2013 Venture Distribution, Neil Nanpeng Shen received an aggregate of 89,784 Ordinary Shares and SCC UR, which is a limited partner of SCC MGMT II and SCC VENTURE MGMT and is wholly-owned by Neil Nanpeng Shen, received an aggregate of 132,604 Ordinary Shares.

On November 18, 2013, SCC II, SCC PTRS II, SCC PF II and SC CV HOLD disposed of an aggregate of 4,000,000 Ordinary Shares in a pro rata in-kind distribution to certain of their partners or members, including subsequent distributions by general partners or managing members to their respective partners or members (the “November 2013 SCC Distribution”, and together with the November 2013 Venture Distribution, the “November 2013 Distributions”). SCC II distributed 2,072,850 Ordinary Shares, SCC PTRS II distributed 43,194 Ordinary Shares, SCC PF II distributed 332,888 Ordinary Shares and SC CV HOLD distributed 1,551,068 Ordinary Shares. In connection with the November 2013 Distribution, (a) Neil Nanpeng Shen received an aggregate of 377,094 Ordinary Shares, and (b) SCC UR, which is a limited partner of SCC MGMT II and SCC VENTURE MGMT and is wholly-owned by Neil Nanpeng Shen, received an aggregate of 305,042 Ordinary Shares. On November 18, 2013, the closing price of the ADSs on the New York Stock Exchange was $86.45. Following the November 2013 Distributions, the aggregate number of Ordinary Shares beneficially owned by the Reporting Persons is 11,573,572.

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Page 16 of 18

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is amended and restated in its entirety to read as follows:

The information set forth and/or incorporated by reference in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5.

(a) The aggregate number of Ordinary Shares and the percentage of total outstanding Ordinary Shares beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Ordinary Shares in this Statement are based upon 111,313,272 Ordinary Shares stated to be outstanding as of September 30, 2013 in Vipshop’s earnings release filed with the Securities and Exchange Commission on Form 6-K on November 12, 2013. The Reporting Persons may be deemed to beneficially own an aggregate of 11,573,572 Ordinary Shares, which constitutes approximately 10.4% of Vipshop’s Ordinary Shares, calculated in accordance with Rule 13d-3 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

SCC II beneficially owns 5,483,868 Ordinary Shares, which represents approximately 4.9% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC PTRS II beneficially owns 114,272 Ordinary Shares, which represents approximately 0.1% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC PF II beneficially owns 880,678 Ordinary Shares, which represents approximately 0.8% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC MGMT II, as the general partner of each of SCC II, SCC PTRS II and SCC PF II, may be deemed to beneficially own an aggregate of 6,478,818 Ordinary Shares, which represents approximately 5.8% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SC CV HOLD beneficially owns 4,103,454 Ordinary Shares, which represents approximately 3.7% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC VENTURE, as a parent company of SC CV HOLD, may be deemed to beneficially own 4,103,454 Ordinary Shares, which represents approximately 3.7% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC VENTURE PTRS, as a parent company of SC CV HOLD, may be deemed to beneficially own 4,103,454 Ordinary Shares, which represents approximately 3.7% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC VENTURE PF, as a parent company of SC CV HOLD, may be deemed to beneficially own 4,103,454 Ordinary Shares, which represents approximately 3.7% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC VENTURE MGMT, as the general partner of SCC VENTURE, SCC VENTURE PTRS and SCC VENTURE PF, may be deemed to beneficially own 4,103,454 Ordinary Shares, which represents approximately 3.7% of the outstanding Ordinary A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC HOLD, as the general partner of each of SCC MGMT II and SCC VENTURE MGMT, may be deemed to beneficially own an aggregate of 10,582,272 Ordinary Shares, which represents approximately 9.5% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

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Page 17 of 18

 

SNP, which is the parent company of SCC HOLD, may be deemed to beneficially own an aggregate of 10,582,272 Ordinary Shares, which represents approximately 9.5% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC UR, which is a limited partner of SCC MGMT II and SCC VENTURE MGMT and is wholly-owned by Neil Nanpeng Shen, may be deemed to beneficially own an aggregate of 437,646 Ordinary Shares, which represents approximately 0.4% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Neil Nanpeng Shen, who wholly owns and is the sole director of each of SNP and SCC UR, may be deemed to beneficially own an aggregate of 11,573,572 Ordinary Shares, which represents approximately 10.4% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by another member of the group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

(b) The number of Ordinary Shares as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).

(c) Except with respect to the disposal of Ordinary Shares by the Reporting Persons in the November 2013 Distributions as more fully described in Items 3 and 4, the Reporting Persons have not effected any transactions in the Ordinary Shares during the past 60 days.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit		Description
1		Joint Filing Agreement dated as of June 24, 2013, by and among SCC II, SCC PTRS II, SCC PF II, SCC MGMT II, SC CV HOLD, SC VENTURE, SC VENTURE PTRS, SC VENTURE PF, SC VENTURE MGMT, SCC HOLD, SNP, SCC UR and Neil Nanpeng Shen (incorporated by reference to Exhibit 1 to Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on June 24, 2013).
2		Amended and Restated Shareholders’ Agreement, dated as of April 11, 2011, by and among Vipshop, SCC II, SCC PTRS II, SCC PF II, SC CV HOLD and certain other parties (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form F-1 of Vipshop, filed on February 17, 2012).

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3		Share Subscription Agreement, dated as of January 24, 2011, by and among Vipshop, SCC II, SCC PTRS II, SCC PF II and certain other parties (incorporated by reference to Exhibit 3 to the Schedule 13D filed by the Reporting Persons on April 9, 2012).
4		Share Subscription Agreement, dated as of April 11, 2011, by and among Vipshop, SC CV HOLD and certain other parties (incorporated by reference to Exhibit 4.5 to Amendment No. 1 to the Registration Statement on Form F-1 of Vipshop, filed on March 9, 2012).
5		Form of Underwriting Agreement (including a form of Lock-Up Agreement as Exhibit E thereto), by and among Vipshop, the selling shareholders named therein, Goldman Sachs (Asia) L.L.C., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.1 to Amendment No. 2 to the Registration Statement on Form F-1 of Vipshop, filed on March 11, 2013).

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: November 21, 2013

 

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