| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |||||||||||||
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FORM
144 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. | |||||||||||||
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1 (a) NAME OF ISSUER (Please type or print) Vipshop Holdings Limited |
(b) IRS IDENT. NO. N/A |
(c) S.E.C. FILE NO. 001-35454 | |||||||||||
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1 (d) ADDRESS OF ISSUER No. 20 Huahai Street, Liwan District |
STREET
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CITY Guangzhou, China |
STATE
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ZIP CODE 510370 |
(e) TELEPHONE NO. | ||||||||
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AREA CODE 86(20) |
NUMBER 2233-0000 | ||||||||||||
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2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD Blackboard Ventures Inc. |
(b) RELATIONSHIP TO ISSUER Dist. from affiliate |
(c) ADDRESS STREET
5650 Yonge Street |
CITY
Toronto |
STATE
ON |
ZIP CODE
M2M 4H5 | ||||||||
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
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3 (a) Title of the Class of Securities To Be Sold |
(b) Name
and Address of Each Broker Through Whom the |
SEC USE ONLY |
(c) Number
of Shares (See instr. 3(c)) |
(d) Aggregate (See instr. 3(d)) |
(e) Number
of Shares (See instr. 3(e)) |
(f) Approximate Date of Sale (See
instr. 3(f)) |
(g) Name of
Each (See instr. 3(g)) |
| Broker-Dealer File Number | |||||||
| ADS (5 equal 1 CL.A common) | Merrill Lynch, 181 Bay Street, Suite 400, Toronto, ON M5J 2V8 | 74,537 | $1,528,008.50 |
97,215,769 CL. A common |
ASAP | NYSE |
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INSTRUCTIONS: 1. (a) Name of issuer (b) Issuer’s I.R.S. Identification Number (c) Issuer’s S.E.C. file number, if any (d) Issuer’s address, including zip code (e) Issuer’s telephone number, including area code 2. (a) Name of person for whose account the securities are to be sold (b) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) (c) Such person’s address, including zip code |
3. (a) Title of the class of securities to be sold (b) Name and address of each broker through whom the securities are intended to be sold (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount) (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer (f) Approximate date on which the securities are to be sold (g) Name of each securities exchange, if any, on which the securities are intended to be sold |
Potential persons who are to respond to the collection
of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
SEC 1147 (08-07)
TABLE I –– SECURITIES TO BE SOLD
Furnish
the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration
therefor:
| Title of the Class |
Date you Acquired |
Nature of Acquisition Transaction | Name of Person from Whom Acquired (If gift, also give date donor acquired) |
Amount of Securities Acquired |
Date of Payment |
Nature of Payment |
| ADS |
12/9/14
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Distribution from Limited Partnership | DCM V, L.P. | 74,537.00 |
1/24/11 (paid by partnership)
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Cash
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| INSTRUCTIONS: | If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. |
TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold |
Gross Proceeds |
| N/A | N/A | N/A | N/A | N/A |
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INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. |
ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. |
January 6, 2015 |
/s/ Rossana Di Lieto, Chief Compliance Officer | |
| DATE OF NOTICE | (SIGNATURE) | |
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The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. | |
| DATE OF PLAN ADOPTION OR GIVING ON INSTRUCTION, IF RELYING ON RULE 10B5-1 | ||
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
SEC 1147 (02-08)