UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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
August 26, 2014
(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. 5 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. 3 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).
Page 2 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
4,447,442 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,447,442 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,447,442 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
Page 3 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
92,676 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
92,676 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
92,676 | |||||
| 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 | |||||
Page 4 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
714,234 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
714,234 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
714,234 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.6% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
Page 5 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
5,254,352 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
5,254,352 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,254,352 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.6% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
Page 6 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
3,327,920 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,327,920 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,327,920 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
Page 7 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
3,327,920 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,327,920 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,327,920 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
Page 8 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
3,327,920 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,327,920 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,327,920 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
Page 9 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
3,327,920 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,327,920 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,327,920 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
Page 10 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
3,327,920 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,327,920 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,327,920 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
Page 11 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
8,582,272 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
8,582,272 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,582,272 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.6% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
Page 12 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
8,582,272 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
8,582,272 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,582,272 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.6% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
Page 13 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
209,074 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
209,074 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
209,074 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
Page 14 of 18
| CUSIP No. 92763W103 | SCHEDULE 13D/A |
| 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
600,928 | ||||
| 8. | Shared Voting Power
8,791,346 | |||||
| 9. | Sole Dispositive Power
600,928 | |||||
| 10. | Shared Dispositive Power
8,791,346 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,392,274 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
8.3% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
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, Amendment No. 3 thereto on September 10, 2013, and Amendment No. 4 thereto on November 21, 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. 3 to the initial Schedule 13D filing on behalf of SCC UR that was filed on June 24, 2013, amended by Amendment No. 1 thereto on September 10, 2013 and Amendment No. 2 thereto on November 21, 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:
Between December 2013 and March 2014, SCC UR sold an aggregate of 302,436 Ordinary Shares in the form of 151,218 ADSs as further described in Item 4 below. In April 2014 and May 2014, SCC UR disposed of an aggregate of 79,428 Ordinary Shares in pro rata in-kind distributions to certain of its partners as further described in Item 4 below. In May 2014 and June 2014, Neil Nanpeng Shen sold an aggregate of 141,400 Ordinary Shares in the form of 70,700 ADSs as further described in Item 4 below. On August 26, 2014, certain Reporting Persons disposed of an aggregate of 2,000,000 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 9,392,274.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding the following new paragraphs after the sixth paragraph thereof:
Between December 2013 and March 2014, SCC UR sold an aggregate of 302,436 Ordinary Shares in the form of 151,218 ADSs for aggregate consideration of $16,066,505. In April 2014 and May 2014, SCC UR disposed of an aggregate of 79,428 Ordinary Shares in pro rata in-kind distributions to certain of its partners. In May 2014 and June 2014, Neil Nanpeng Shen sold an aggregate of 141,400 Ordinary Shares in the form of 70,700 ADSs for aggregate consideration of $12,554,100.
On August 26, 2014, SCC II, SCC PTRS II, SCC PF II and SC CV HOLD disposed of an aggregate of 2,000,000 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 “August 2014 Distribution”). SCC II distributed 1,036,426 Ordinary Shares, SCC PTRS II distributed 21,596 Ordinary Shares, SCC PF II distributed 166,444 Ordinary Shares and SC CV HOLD distributed 775,534 Ordinary Shares. In connection with the August 2014 Distribution, (a) Neil Nanpeng Shen received an aggregate of 188,674 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 153,292 Ordinary Shares. On August 26, 2014, the closing price of the ADSs on the New York Stock Exchange was $216.87. Following the August 2014 Distribution, the aggregate number of Ordinary Shares beneficially owned by the Reporting Persons is 9,392,274.
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 113,457,543 Ordinary Shares stated to be outstanding as of June 30, 2014 in Vipshop’s earnings release filed with the Securities and Exchange Commission on Form 6-K on August 14, 2014. The Reporting Persons may be deemed to beneficially own an aggregate of 9,392,274 Ordinary Shares, which constitutes approximately 8.3% 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.
Page 16 of 18
SCC II beneficially owns 4,447,442 Ordinary Shares, which represents approximately 3.9% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCC PTRS II beneficially owns 92,676 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 714,234 Ordinary Shares, which represents approximately 0.6% 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 5,254,352 Ordinary Shares, which represents approximately 4.6% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SC CV HOLD beneficially owns 3,327,920 Ordinary Shares, which represents approximately 2.9% 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 3,327,920 Ordinary Shares, which represents approximately 2.9% 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 3,327,920 Ordinary Shares, which represents approximately 2.9% 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 3,327,920 Ordinary Shares, which represents approximately 2.9% 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 3,327,920 Ordinary Shares, which represents approximately 2.9% 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 8,582,272 Ordinary Shares, which represents approximately 7.6% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SNP, which is the parent company of SCC HOLD, may be deemed to beneficially own an aggregate of 8,582,272 Ordinary Shares, which represents approximately 7.6% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Page 17 of 18
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 209,074 Ordinary Shares, which represents approximately 0.2% 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 9,392,274 Ordinary Shares, which represents approximately 8.3% 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 August 2014 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). | |
| 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). | |
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| 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). | |
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: August 29, 2014 | ||||||
| SEQUOIA CAPITAL CHINA II, L.P. SEQUOIA CAPITAL CHINA PARTNERS FUND II, L.P. SEQUOIA CAPITAL CHINA PRINCIPALS FUND II, L.P. | ||||||
| By: | Sequoia Capital China Management II, L.P. | |||||
| A Cayman Islands exempted limited partnership, General Partner of Each | ||||||
| By: | SC China Holding Limited | |||||
| A Cayman Islands limited liability company Its General Partner | ||||||
| /s/ Wendy Kok | ||||||
| Name: Wendy Kok | ||||||
| Title: Authorized Signatory | ||||||
| SEQUOIA CAPITAL CHINA MANAGEMENT II, L.P. | ||||||
| By: | SC China Holding Limited | |||||
| A Cayman Islands limited liability company Its General Partner | ||||||
| /s/ Wendy Kok | ||||||
| Name: Wendy Kok | ||||||
| Title: Authorized Signatory | ||||||
| SEQUOIA CAPITAL 2010 CV HOLDCO, LTD. | ||||||
| /s/ Wendy Kok | ||||||
| Name: Wendy Kok | ||||||
| Title: Authorized Signatory | ||||||
| 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. | ||||||
| By: | SC China Venture 2010 Management, L.P., | |||||
| A Cayman Islands exempted limited partnership Its General Partner | ||||||
| By: | SC China Holding Limited | |||||
| A Cayman Islands limited liability company General Partner of Each | ||||||
| /s/ Wendy Kok | ||||||
| Name: Wendy Kok | ||||||
| Title: Authorized Signatory | ||||||
| SC CHINA VENTURE 2010 MANAGEMENT, L.P. | ||||||
| By: | SC China Holding Limited | |||||
| A Cayman Islands limited liability company Its General Partner | ||||||
| /s/ Wendy Kok | ||||||
| Name: Wendy Kok | ||||||
| Title: Authorized Signatory | ||||||
| SC CHINA HOLDING LIMITED | ||||||
| /s/ Neil Nanpeng Shen | ||||||
| Name: Neil Nanpeng Shen | ||||||
| Title: Authorized Signatory | ||||||
| SNP CHINA ENTERPRISES LIMITED | ||||||
| /s/ Neil Nanpeng Shen | ||||||
| Name: Neil Nanpeng Shen | ||||||
| Title: Authorized Signatory | ||||||
| SEQUOIA CAPITAL CHINA UR HOLDINGS LIMITED | ||||||
| /s/ Wendy Kok | ||||||
| Name: Wendy Kok | ||||||
| Title: Authorized Signatory | ||||||
| NEIL NANPENG SHEN | ||||||
| /s/ Neil Nanpeng Shen | ||||||
| Name: Neil Nanpeng Shen | ||||||