Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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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CUSIP No.
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876108101
|
|
1.
|
Names of Reporting Persons
IDG Technology Venture Investments, L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
(1)
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
0
(1)
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
0
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
0%
|
|
12.
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Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
(1) By virtue of being the general partner of the Reporting
Person and the persons controlling such general partner, IDG Technology Venture Investments, LLC, Chi Sing Ho and Quan Zhou acting
together may also be deemed to have sole voting and dispositive power with respect to these securities.
|
CUSIP No.
|
876108101
|
|
1.
|
Names of Reporting Persons
IDG Technology Venture Investments, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
(1)
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
0
(1)
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
0
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
0%
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
(1) The record owner of these securities is IDG Technology Venture
Investments, L.P. By virtue of being the general partner of such record owner, the Reporting Person may also be deemed to have
sole voting and dispositive power with respect to these securities.
|
CUSIP No.
|
876108101
|
|
1.
|
Names of Reporting Persons
IDG Technology Venture Investment III, L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
1,689,190 Class B ordinary shares
(1)
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
1,689,190 Class B ordinary shares
(1)
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,689,190 Class B ordinary shares
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
3.1%
(2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
(1) By virtue of being the general partner of the Reporting
Person and the persons controlling such general partner, IDG Technology Venture Investment III, LLC, Chi Sing Ho and Quan Zhou
acting together may also be deemed to have sole voting and dispositive power with respect to these securities.
(2) Based upon 54,563,321 ordinary shares as of December 31,
2015, as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2015 filed on April 20,
2016.
|
CUSIP No.
|
876108101
|
|
1.
|
Names of Reporting Persons
IDG Technology Venture Investment III, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
1,689,190 Class B ordinary shares
(1)
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
1,689,190 Class B ordinary shares
(1)
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,689,190 Class B ordinary shares
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
3.1%
(2)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
(1) The record owner of these securities is IDG Technology Venture
Investment III, L.P. By virtue of being the general partner of such record owner, the Reporting Person may also be deemed to have
sole voting and dispositive power with respect to these securities.
(2) Based upon 54,563,321 ordinary shares as of December 31,
2015, as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2015 filed on April 20,
2016.
|
CUSIP No.
|
876108101
|
|
1.
|
Names of Reporting Persons
Quan Zhou
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
The United States of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
1,689,190 Class B ordinary shares
(1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
1,689,190 Class B ordinary shares
(1)
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,689,190 Class B ordinary shares
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
3.1%
(2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
(1) Including 1,689,190 Class B ordinary shares of which the
record owner is IDG Technology Venture Investment III, L.P. The general partner of IDG Technology Venture Investment III, L.P.
is IDG Technology Venture Investment III, LLC of which the Reporting Person and Chi Sing Ho are managing members. By virtue of
acting together with Chi Sing Ho to direct the management and operations of IDG Technology Venture Investment III, LLC, the Reporting
Person may be deemed to have shared voting and dispositive power with respect to all these securities.
(2) Based upon 54,563,321 ordinary shares as of December 31,
2015, as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2015 filed on April 20,
2016.
|
CUSIP No.
|
876108101
|
|
1.
|
Names of Reporting Persons
Chi Sing Ho
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Canada
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
1,689,190 Class B ordinary shares
(1)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
1,689,190 Class B ordinary shares
(1)
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,689,190 Class B ordinary shares
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
3.1%
(2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
(1) Including 1,689,190 Class B ordinary shares of which the
record owner is IDG Technology Venture Investment III, L.P. The general partner of IDG Technology Venture Investment III, L.P.
is IDG Technology Venture Investment III, LLC of which the Reporting Person and Quan Zhou are managing members. By virtue of acting
together with Quan Zhou to direct the management and operations of IDG Technology Venture Investment III, LLC, the Reporting Person
may be deemed to have shared voting and dispositive power with respect to all these securities.
(2) Based upon 54,563,321 ordinary shares as of December 31,
2015, as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2015 filed on April 20,
2016.
Item
1(a). Name of Issuer
Tarena International, Inc.
Item
1(b). Address of Issuer’s Principal Executive Offices
Suite
10017, Building E,
Zhongkun
Plaza, A18 Bei San Huan West Road,
Haidian
District, Beijing 100098
People’s
Republic of China
Item
2(a). Name of Persons Filing
|
|
1.
|
IDG Technology Venture Investments, L.P.
|
|
|
2.
|
IDG Technology Venture Investments, LLC
|
|
|
3.
|
IDG Technology Venture Investment III, L.P.
|
|
|
4.
|
IDG Technology Venture Investment III, LLC
|
The above persons have agreed that this statement
may be filed by IDG Technology Venture Investments, L.P. (“IDG Investments LP”) and IDG Technology Venture Investment
III, L.P. (“IDG Investment III LP”) on behalf of all of them jointly pursuant to Rule 13d-1(k). A copy of such
agreement is attached as an exhibit to this statement.
Each of IDG Investments, LP and IDG Investment
III, LP is a limited partnership organized under the laws of the State of Delaware. The general partner of IDG Investments LP is
IDG Technology Venture Investments, LLC (“IDG Investment III LLC”), a limited liability partnership organized under
the laws of the State of Delaware. The general partner of IDG Investment III LP is IDG Technology Venture Investment III, LLC (“IDG
Investment III LLC”), a limited liability partnership organized under the laws of the State of Delaware. The managing members
of each of IDG Investments LLC and IDG Investment III LLC are Chi Sing Ho and Quan Zhou.
Item
2(b). Address of Principal Business Office or, If None, Residence
For all reporting persons:
c/o IDG Capital Management (HK) Limited
Unit 5505, The Center
99 Queen’s Road Central
Hong Kong
Item
2(c). Citizenship
Quan
Zhou is a citizen of the United States of America. Chi Sing Ho is a citizen of Canada. Each of IDG Investments LP, IDG Investments
LLC, IDG Investment III LP and IDG Investment III LLC is organized under the laws of the State of Delaware.
Item
2(d). Title of Class of Securities
Class B ordinary shares of a par value
of US$0.001 each (“Class B ordinary shares”).
Item
2(e). CUSIP Number
876108101 (ADSs)
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:
|
|
(a)
|
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
(b)
|
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
(c)
|
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
(d)
|
o
Investment company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8);
|
|
|
(e)
|
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
o
An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);
|
|
|
(g)
|
o
A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);
|
|
|
(h)
|
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
|
|
|
(i)
|
o
A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
(j)
|
o
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
o
Group, in accordance with Rule 13d–1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution
in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.
Item
4. Ownership.
The information for each reporting person
contained in Items 5-11 of the cover pages is incorporated herein by reference.
Item
5. Ownership of Five Percent or Less of a Class.
N/A.
Item
6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
N/A.
Item
8. Identification and Classification of Members of the Group.
N/A.
Item
9. Notice of Dissolution of Group.
N/A.
Item
10. Certifications.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.14a-11.
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, 2017
|
|
IDG Technology Venture Investments L.P.
By: IDG Technology Venture Investments LLC,
its General Partner
|
|
|
|
|
|
By:
|
/s/ Quan ZHOU
|
|
|
|
Name: Quan ZHOU
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
|
|
IDG Technology Venture Investment III L.P.
By: IDG Technology Venture Investment III LLC,
its General Partner
|
|
|
|
|
|
By:
|
/s/ Quan ZHOU
|
|
|
|
Name: Quan ZHOU
|
|
|
|
Title: Authorized Signatory
|
|
|
|
Joint Filing Agreement
We, the undersigned, hereby agree that the
Statement on Schedule 13G in connection with the securities of Tarena International, Inc. to which this Agreement is an Exhibit,
and any amendment thereafter signed by each of the undersigned, may be filed by IDG Technology Venture Investments L.P. and IDG
Technology Venture Investment III L.P. on behalf of each of the undersigned pursuant to and in accordance with the provisions of
13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 10, 2017
|
|
IDG TECHNOLOGY VENTURE INVESTMENTS L.P.
By: IDG Technology Venture Investments LLC,
its General Partner
|
|
|
|
|
|
By:
|
/s/ Quan ZHOU
|
|
|
|
Name: Quan ZHOU
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
|
|
IDG TECHNOLOGY VENTURE INVESTMENTS LLC
|
|
|
|
|
|
By:
|
/s/ Quan ZHOU
|
|
|
|
Name: Quan ZHOU
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
|
|
IDG TECHNOLOGY VENTURE INVESTMENT III L.P.
By: IDG Technology Venture Investment III LLC,
its General Partner
|
|
|
|
|
|
By:
|
/s/ Quan ZHOU
|
|
|
|
Name: Quan ZHOU
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
|
|
IDG TECHNOLOGY VENTURE INVESTMENT III LLC
|
|
|
|
|
|
By:
|
/s/ Quan ZHOU
|
|
|
|
Name: Quan ZHOU
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
|
|
quan zhou
|
|
|
|
|
|
By:
|
/s/ Quan ZHOU
|
|
|
|
|
|
|
|
|
CHI SING HO
|
|
|
|
|
|
By:
|
/s/ Chi Sing Ho
|
|
|
|
|