Amended Statement of Ownership (sc 13g/a)
February 10 2015 - 12:35PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 3)
Noah Holdings
Limited
(Name of Issuer)
ORDINARY SHARES
(Title
of Class of Securities)
65487X102
(CUSIP Number)
12/31/14
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 12 Pages
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| CUSIP No. 65487X102 |
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Page
2
of 12 Pages |
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| 1 |
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Name of
reporting person SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3514012 |
| 2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
| 3 |
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SEC use only
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| 4 |
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Citizenship or place of
organization CAYMAN ISLANDS |
| Number of
shares beneficially
owned by each
reporting person
with |
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5 |
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Sole voting power
0 |
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6 |
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Shared voting power
2,992,880 |
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7 |
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Sole dispositive power
0 |
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8 |
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Shared dispositive power
2,992,880 |
| 9 |
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Aggregate amount beneficially owned by each reporting person
2,992,880 |
| 10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares ¨ |
| 11 |
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Percent of class represented by amount
in Row 9 10.7%
1 |
| 12 |
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Type of reporting person
PN |
| 1 |
The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014. |
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Page
3
of 12 Pages |
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Name of
reporting person SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (“SCC PTRS I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-4387549 |
| 2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
| 3 |
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SEC use only
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| 4 |
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Citizenship or place of
organization CAYMAN ISLANDS |
| Number of
shares beneficially
owned by each
reporting person
with |
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5 |
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Sole voting power
0 |
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6 |
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Shared voting power
343,900 |
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7 |
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Sole dispositive power
0 |
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8 |
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Shared dispositive power
343,900 |
| 9 |
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Aggregate amount beneficially owned by each reporting person
343,900 |
| 10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares ¨ |
| 11 |
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Percent of class represented by amount
in Row 9 1.2%
1 |
| 12 |
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Type of reporting person
PN |
| 1 |
The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014. |
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Page
4
of 12 Pages |
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Name of
reporting person SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (“SCC PRIN I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-4887879 |
| 2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
| 3 |
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SEC use only
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| 4 |
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Citizenship or place of
organization CAYMAN ISLANDS |
| Number of
shares beneficially
owned by each
reporting person
with |
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5 |
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Sole voting power
0 |
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6 |
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Shared voting power
463,220 |
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7 |
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Sole dispositive power
0 |
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8 |
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Shared dispositive power
463,220 |
| 9 |
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Aggregate amount beneficially owned by each reporting person
463,220 |
| 10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares ¨ |
| 11 |
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Percent of class represented by amount
in Row 9 1.7%
1 |
| 12 |
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Type of reporting person
PN |
| 1 |
The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014. |
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Page
5
of 12 Pages |
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Name of
reporting person SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. (“SCC MGMT I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3348112 |
| 2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
| 3 |
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SEC use only
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| 4 |
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Citizenship or place of
organization CAYMAN ISLANDS |
| Number of
shares beneficially
owned by each
reporting person
with |
|
5 |
|
Sole voting power
0 |
| |
6 |
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Shared voting power
3,800,000 shares of which 2,992,880 shares are directly held by SCC
I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. |
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7 |
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Sole dispositive power
0 |
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8 |
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Shared dispositive power
3,800,000 shares of which 2,992,880 shares are directly held by SCC
I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. |
| 9 |
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Aggregate amount beneficially owned by each reporting person
3,800,000 |
| 10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares ¨ |
| 11 |
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Percent of class represented by amount
in Row 9 13.5%
1 |
| 12 |
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Type of reporting person
PN |
| 1 |
The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014. |
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Page
6
of 12 Pages |
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Name of
reporting person SC CHINA HOLDING LIMITED (“SCC HOLD”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A |
| 2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
| 3 |
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SEC use only
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| 4 |
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Citizenship or place of
organization CAYMAN ISLANDS |
| Number of
shares beneficially
owned by each
reporting person
with |
|
5 |
|
Sole voting power
0 |
| |
6 |
|
Shared voting power
3,800,000 shares of which 2,992,880 shares are directly held by SCC
I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. |
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7 |
|
Sole dispositive power
0 |
| |
8 |
|
Shared dispositive power
3,800,000 shares of which 2,992,880 shares are directly held by SCC
I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. |
| 9 |
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Aggregate amount beneficially owned by each reporting person
3,800,000 |
| 10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares ¨ |
| 11 |
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Percent of class represented by amount
in Row 9 13.5%
1 |
| 12 |
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Type of reporting person
OO |
| 1 |
The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014. |
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Page
7
of 12 Pages |
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Name of
reporting person SNP CHINA ENTERPRISES LIMITED (“SNP”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A |
| 2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
| 3 |
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SEC use only
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| 4 |
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Citizenship or place of
organization BRITISH VIRGIN ISLANDS |
| Number of
shares beneficially
owned by each
reporting person
with |
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5 |
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Sole voting power
0 |
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6 |
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Shared voting power
3,800,000 shares of which 2,992,880 shares are directly held by SCC
I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I,
SCC PTRS I and SCC PRIN I. |
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7 |
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Sole dispositive power
0 |
| |
8 |
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Shared dispositive power
3,800,000 shares of which 2,992,880 shares are directly held by SCC
I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I,
SCC PTRS I and SCC PRIN I. |
| 9 |
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Aggregate amount beneficially owned by each reporting person
3,800,000 |
| 10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares ¨ |
| 11 |
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Percent of class represented by amount
in Row 9 13.5%
1 |
| 12 |
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Type of reporting person
OO |
| 1 |
The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014. |
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| CUSIP No. 65487X102 |
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Page
8
of 12 Pages |
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Name of
reporting person NAN PENG SHEN (“NS”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
| 3 |
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SEC use only
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| 4 |
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Citizenship or place of
organization HONG KONG SAR |
| Number of
shares beneficially
owned by each
reporting person
with |
|
5 |
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Sole voting power
133,707 |
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6 |
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Shared voting power
3,800,000 shares of which 2,992,880 shares are directly held by SCC
I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of
SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. |
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7 |
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Sole dispositive power
133,707 |
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8 |
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Shared dispositive power
3,800,000 shares of which 2,992,880 shares are directly held by SCC
I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of
SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. |
| 9 |
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Aggregate amount beneficially owned by each reporting person
3,800,000 |
| 10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares ¨ |
| 11 |
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Percent of class represented by amount
in Row 9 14.0%
1 |
| 12 |
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Type of reporting person
IN |
| 1 |
The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014. |
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| CUSIP No. 65487X102 |
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Page
9
of 12 Pages |
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| (a) Name of Issuer: |
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Noah Holdings Limited |
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| (b) Address of Issuer’s Principal Executive Offices: |
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No. 32 Qinhuangdao Road, Building C |
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Shanghai 200082 |
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People’s Republic of China |
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(a) |
Name of Persons Filing: |
Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
Sequoia Capital China Management I, L.P.
SC China Holding Limited
SNP
China Enterprises Limited
Nan Peng Shen
SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I. SNP is the
Director of, and wholly owns, SCC HOLD. NS is the Director of, and wholly owns SNP.
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(b) |
Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SCC MGMT I, SCC I,
SCC PTRS I, SCC PRIN I, SCC HOLD: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
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| (c) |
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Title of Class of Securities: |
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Ordinary Shares |
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| (d) |
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CUSIP Number: |
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65487X102 |
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ITEM 3. |
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
SEE ROWS 5 THROUGH 11 OF COVER PAGES
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Page
10
of 12 Pages |
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ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
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ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
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ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
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ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
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ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
NOT APPLICABLE
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| CUSIP No. 65487X102 |
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Page
11
of 12 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 2015
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| Sequoia Capital China I, L.P. |
| Sequoia Capital China Partners Fund I, L.P. |
| Sequoia Capital China Principals Fund I, L.P. |
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By: |
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Sequoia Capital China Management I, L.P. |
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General Partner of each |
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By: |
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SC China Holding Limited |
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its General Partner |
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By: |
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/s/ Nan Peng Shen |
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Nan Peng Shen |
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| Sequoia Capital China Management I, L.P. |
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By: |
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SC China Holding Limited |
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its General Partner |
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By: |
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/s/ Nan Peng Shen |
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Nan Peng Shen |
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| SC China Holding Limited |
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By: |
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/s/ Nan Peng Shen |
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Nan Peng Shen |
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| SNP China Enterprises Limited |
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By: |
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/s/ Nan Peng Shen |
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Nan Peng Shen, Owner and Director |
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| /s/ Nan Peng Shen |
| Nan Peng Shen |
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Page
12
of 12 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the ordinary shares of Noah Holdings Limited, and any further amendments
thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Date: February 10, 2015
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| Sequoia Capital China I, L.P. |
| Sequoia Capital China Partners Fund I, L.P. |
| Sequoia Capital China Principals Fund I, L.P. |
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By: |
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Sequoia Capital China Management I, L.P. |
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General Partner of each |
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By: |
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SC China Holding Limited |
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its General Partner |
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By: |
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/s/ Nan Peng Shen |
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Nan Peng Shen |
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| Sequoia Capital China Management I, L.P. |
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By: |
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SC China Holding Limited |
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its General Partner |
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By: |
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/s/ Nan Peng Shen |
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Nan Peng Shen |
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| SC China Holding Limited |
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By: |
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/s/ Nan Peng Shen |
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Nan Peng Shen |
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| SNP China Enterprises Limited |
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By: |
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/s/ Nan Peng Shen |
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Nan Peng Shen, Owner and Director |
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| /s/ Nan Peng Shen |
| Nan Peng Shen |
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