Washington, D.C. 20549
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), Rule
13-d1(f) or Rule 13d-1(g), check the following box.
¨
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 (the “
Exchange
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
).
CUSIP No. 091727107
|
1.
|
NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HARVEST OCEAN (CAYMAN) LIMITED
|
|
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)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
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
7,207,958
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
7,207,958
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,207,958
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2
%
*
|
|
14
|
TYPE OF REPORTING PERSON (
SEE
INSTRUCTIONS)
CO
|
*
Percentage calculated based on the total number of 70,726,025 ordinary shares outstanding as of September
30, 2016 as reported on Form 6-K of the Issuer, filed on November 9, 2016.
CUSIP No. 091727107
|
1.
|
NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
CCP III GP LTD.
|
|
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)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
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
7,207,958
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,207,958
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,207,958
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2
%
*
|
|
14
|
TYPE OF REPORTING PERSON (
SEE
INSTRUCTIONS)
CO
|
*
Percentage calculated based on the total number of 70,726,025 ordinary shares outstanding
as of September 30, 2016 as reported on Form 6-K of the Issuer, filed on November 9, 2016.
CUSIP No. 091727107
|
1.
|
NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
CCIP III GP LTD.
|
|
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)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
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
7,207,958
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,207,958
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,207,958
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2
%
*
|
|
14
|
TYPE OF REPORTING PERSON (
SEE
INSTRUCTIONS)
CO
|
*
Percentage calculated based on the total number of 70,726,025 ordinary shares outstanding as of September
30, 2016 as reported on Form 6-K of the Issuer, filed on November 9, 2016.
CUSIP No. 091727107
|
1.
|
NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
CITIC CAPITAL PARTNERS LIMITED
|
|
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)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
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
7,207,958
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
7,207,958
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,207,958
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2
%
*
|
|
14
|
TYPE OF REPORTING PERSON (
SEE
INSTRUCTIONS)
CO
|
*
Percentage calculated
based on the total number of 70,726,025 ordinary shares outstanding as of September 30, 2016 as reported on Form 6-K of the Issuer,
filed on November 9, 2016.
CUSIP No. 091727107
|
1.
|
NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
CITIC CAPITAL HOLDINGS LIMITED
|
|
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)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e)
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
7,207,958
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
7,207,958
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,207,958
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2
%
*
|
|
14
|
TYPE OF REPORTING PERSON (
SEE
INSTRUCTIONS)
CO
|
*
Percentage calculated based on the total number of 70,726,025 ordinary shares outstanding
as of September 30, 2016 as reported on Form 6-K of the Issuer, filed on November 9, 2016.
CUSIP No. 091727107
Explanatory Note:
This Amendment No. 3 to Schedule 13D (the
“
Amendment
”) is being filed jointly by (i) Harvest Ocean (Cayman) Limited, a company organized under the laws
of the Cayman Islands (“
Harvest Ocean
”), (ii) CCP III GP Ltd.,
a company organized under the laws of
the Cayman Islands (“
CCP III GP
”),
(iii) CCIP III GP Ltd., a company organized under the laws of the
Cayman Islands (“
CCIP III GP
”), (iv) CITIC Capital Partners Limited, a company organized under the laws of the
Cayman Islands (“
CCPL
”), and (v) CITIC Capital Holdings Limited, a company organized under the laws of Hong
Kong (“
CCHL
,” together with Harvest Ocean, CCP III GP, CCIP III GP and CCPL, the “
Reporting Persons
”).
This Amendment amends and supplements the
Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission (the “
SEC
”)
on June 17, 2016, as amended and supplemented by Amendment No. 1, filed on November 21, 2016, and as amended and supplemented by
Amendment No. 2, filed on December 23, 2016 (as so amended, the “
Original Schedule 13D
”), with respect to the
ordinary shares, par value $0.00004 per share (the “
Ordinary Shares
”), including Ordinary Shares represented
by ADSs (each representing one Ordinary Share), of Bitauto Holdings Limited (the “
Issuer
”). Capitalized terms
used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 3. Source and
Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby
amended and supplemented by the adding the following at the end thereof:
Between December 23
and December 29, 2016, Harvest Ocean purchased an additional 804,663 ADSs (the “
Shares
”) of the Issuer
on the open market for approximately $16,351,232, after which it held a total of 7,207,958 ADSs of the Issuer.
The source of the funds
used to acquire the Shares is funding from CCCP III.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby
amended and supplemented by the adding the following at the end thereof:
The Reporting Persons
purchased the Shares for investment purposes.
The Reporting Persons
do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein, or such as would occur upon completion of any of the actions discussed
herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions
with management members of the Issuer, the board of directors of the Issuer (the “
Board
”), other stockholders
of the Issuer and other relevant parties concerning the business, assets, capitalization, financial condition, operations, governance,
management, strategy and future plans of the Issuer, which discussions may include proposing or considering one or more of the
actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
CUSIP No. 091727107
Depending upon various
factors, including, without limitation, the outcome of the discussions referenced above, the Issuer’s financial position
and strategic direction, overall market conditions, general economic and industry conditions, other investment opportunities available
to the Reporting Persons, and the price level of the ADSs, the Reporting Persons may in the future take actions with respect to
their investment in the Issuer as they deem appropriate, including, without limitation, making proposals to the Issuer concerning
changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer,
purchasing additional shares of the Issuer, selling some or all of their Shares of the Issuer, engaging in hedging or similar transactions
with respect to the securities relating to the Issuer, and/or otherwise changing their intention with respect to any and all matters
referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby
amended and restated in its entirety to read as follows:
(a), (b) The following
table sets forth the beneficial ownership of Ordinary Shares of the Issuer for each of the Reporting Persons.
Reporting
Person
|
|
Amount
beneficially
owned:
(1)
(in
Ordinary
Shares)
|
|
|
Percent of
class:
(2)
|
|
|
Sole power
to vote or
direct
the vote:
(in
Ordinary
Shares)
|
|
|
Shared power
to vote or to
direct the
vote: (in
Ordinary
Shares)
|
|
|
Sole power to
dispose or to
direct the
disposition of:
(in Ordinary
Shares)
|
|
|
Shared power
to dispose or to
direct the
disposition of:
(in Ordinary
Shares)
|
|
Harvest Ocean
|
|
|
7,207,958
|
|
|
|
10.2
|
%
|
|
|
7,207,958
|
|
|
|
0
|
|
|
|
7,207,958
|
|
|
|
0
|
|
CCP III GP
|
|
|
7,207,958
|
(3)
|
|
|
10.2
|
%
|
|
|
0
|
|
|
|
7,207,958
|
|
|
|
0
|
|
|
|
7,207,958
|
|
CCIP III GP
|
|
|
7,207,958
|
(3)
|
|
|
10.2
|
%
|
|
|
0
|
|
|
|
7,207,958
|
|
|
|
0
|
|
|
|
7,207,958
|
|
CCPL
|
|
|
7,207,958
|
(3)
|
|
|
10.2
|
%
|
|
|
7,207,958
|
|
|
|
0
|
|
|
|
7,207,958
|
|
|
|
0
|
|
CCHL
|
|
|
7,207,958
|
(3)
|
|
|
10.2
|
%
|
|
|
7,207,958
|
|
|
|
0
|
|
|
|
7,207,958
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations
under the Exchange Act.
|
|
(2)
|
Percentage calculated based on the total number of 70,726,025 Ordinary Shares outstanding as of
September 30, 2016 as reported on Form 6-K of the Issuer, filed on November 9, 2016.
|
|
(3)
|
Represents 7,207,958 ADSs, representing 7,207,958 Ordinary
Shares, beneficially owned by Harvest Ocean.
|
Each of CCPL and CCHL
may be deemed to beneficially own the ADSs or Ordinary Shares beneficially owned by Harvest Ocean, however each such Reporting
Person hereby expressly disclaims such beneficial ownership except to the extent of its pecuniary interest therein.
To the best of the
Reporting Persons’ knowledge, other than set forth above, there are no Ordinary Shares or ADSs which are beneficially owned
by any of the persons named in response to Item 2.
(c) To
the best of the Reporting Persons’ knowledge, except with respect to the acquisition of the Shares described in Item 3 above
and as set forth in this Item 5, there have been no transactions effected with respect to any Ordinary Shares or ADSs during the
past 60 days by any of the persons named in response to Item 2.
CUSIP No. 091727107
(d) To
the best knowledge of the Reporting Persons, no person (other than the Reporting Persons) has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares or ADSs.
(e) Not
applicable.
CUSIP No. 091727107
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.
Dated: December 30, 2016
|
HARVEST OCEAN (CAYMAN) LIMITED
|
|
|
|
|
By:
|
/s/ Chan Kai Kong
|
|
|
Name:
|
Chan Kai Kong
|
|
|
Title:
|
Director
|