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.
** This CUSIP applies to the American Depositary
Shares, evidenced by American Depositary Receipts, each representing one Class A ordinary share (“ADS”). No CUSIP has
been assigned to the Class A ordinary shares.
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
).
1.
|
NAMES OF REPORTING PERSONS
Onyx Gem Investment Holdings Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
39,854,218 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
39,854,218 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,854,218 Class A ordinary shares
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%*
|
12.
|
TYPE OF REPORTING PERSON*
CO
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by ZTO Express (Cayman) Inc. (the “Company”)
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Onyx Gem Group Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
28,467,298 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,467,298 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,467,298 Class A ordinary shares
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%*
|
12.
|
TYPE OF REPORTING PERSON*
CO
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Zebra Co-Invest LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
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
11,386,920 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
11,386,920 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,386,920 Class A ordinary shares
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus Private Equity XI, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
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
|
6.
|
SHARED VOTING POWER
22,093,470 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
22,093,470 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,093,470 Class A ordinary shares
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus Private Equity XI-B, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
|
|
|
(b) ☒
|
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
|
6.
|
SHARED VOTING POWER
4,085,057 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
4,085,057 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,085,057 Class A ordinary shares
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus Private Equity XI-C, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
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
93,942 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
93,942 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,942 Class A ordinary shares
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
WP XI Partners, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
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
|
6.
|
SHARED VOTING POWER
771,464 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
771,464 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
771,464 Class A ordinary shares
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus XI Partners, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
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
|
6.
|
SHARED VOTING POWER
1,423,365 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,423,365 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,423,365 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
28,467,298 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,467,298 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,467,298 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%*
|
12.
|
TYPE OF REPORTING PERSON*
OO
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus XI, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
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
|
6.
|
SHARED VOTING POWER
28,373,356 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,373,356 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,373,356 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
WP Global LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
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
|
6.
|
SHARED VOTING POWER
28,373,356 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,373,356 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,373,356 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%*
|
12.
|
TYPE OF REPORTING PERSON*
OO
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus Partners II, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
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
|
6.
|
SHARED VOTING POWER
28,373,356 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,373,356 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,373,356 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus Partners GP LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
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
|
6.
|
SHARED VOTING POWER
28,373,356 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,373,356 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,373,356 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%*
|
12.
|
TYPE OF REPORTING PERSON*
OO
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus & Co.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
28,373,356 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,373,356 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,373,356 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus (Cayman) XI, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
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
93,942 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
93,942 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,942 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus XI-C, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
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
|
6.
|
SHARED VOTING POWER
93,942 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
93,942 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,942 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
12.
|
TYPE OF REPORTING PERSON*
OO
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus (Bermuda) XI, Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
93,942 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
93,942 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,942 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
12.
|
TYPE OF REPORTING PERSON*
CO
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus Partners II (Cayman), L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
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
93,942 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
93,942 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,942 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Warburg Pincus (Bermuda) Private Equity GP Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
93,942 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
93,942 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,942 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
12.
|
TYPE OF REPORTING PERSON*
CO
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Cayman Zebra Holdings GP Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
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
11,386,920 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
11,386,920 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,386,920 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%*
|
12.
|
TYPE OF REPORTING PERSON*
CO
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Charles R. Kaye
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
28,467,298 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,467,298 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,467,298 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%*
|
12.
|
TYPE OF REPORTING PERSON*
IN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
1.
|
NAMES OF REPORTING PERSONS
Joseph P. Landy
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
28,467,298 Class A ordinary shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,467,298 Class A ordinary shares
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,467,298 Class A ordinary shares
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%*
|
12.
|
TYPE OF REPORTING PERSON*
IN
|
*Calculations are based upon 525,306,440
Class A ordinary shares outstanding as reported in the prospectus filed by the Company
with the United States Securities and Exchange Commission on October 28, 2016.
Item 1(a). Name of Issuer:
The name of the Issuer is ZTO Express (Cayman)
Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”).
Item 1(b). Address of Issuer’s
Principal Executive Offices:
The Company’s principal executive
office is located at Building One, No. 1685 Huazhi Road, Qingpu District, Shanghai, 201708, People's Republic of China.
Item 2(a). Name of Person
Filing:
|
1.
|
Onyx Gem Investment Holdings Limited, a company incorporated under the laws of the British Virgin Islands, directly holds 39,854,218
Ordinary Shares (as defined below) of the Company.
|
|
2.
|
Onyx Gem Group Limited, a company incorporated under the laws of the British Virgin Islands, holds 71.4% of the equity interest
of Onyx Gem Investment Holdings Limited.
|
|
3.
|
Zebra Co-Invest LP, a Cayman Islands exempted limited partnership, holds 28.6% of the equity interest of Onyx Gem Investment
Holdings Limited.
|
|
4.
|
Warburg Pincus Private Equity XI, L.P., a Delaware limited partnership (“WP XI”), holds 77.61% of the equity interest
of Onyx Gem Group Limited.
|
|
5.
|
Warburg Pincus Private Equity XI-B, L.P., a Delaware limited partnership (“WP XI-B”), holds 14.35% of the equity
interest of Onyx Gem Group Limited.
|
|
6.
|
Warburg Pincus Private Equity XI-C, L.P., a Cayman Islands exempted limited partnership (“WP XI-C”), holds 0.33%
of the equity interest of Onyx Gem Group Limited.
|
|
7.
|
WP XI Partners, L.P., a Delaware limited partnership (“WP XIP”), holds 2.71% of the equity interest of Onyx Gem
Group Limited.
|
|
8.
|
Warburg Pincus XI Partners, L.P., a Delaware limited partnership (“WP XI Partners”, together with WP XI, WP XI-B,
WP XI-C and WP XIP, “WP XI Funds”), holds 5.00% of the equity interest of Onyx Gem Group Limited.
|
|
9.
|
Warburg Pincus LLC, a New York limited liability company (“WP LLC”), is the manager of the WP XI Funds.
|
|
10.
|
Warburg Pincus XI, L.P., a Delaware limited partnership (“WP XI GP”), is the general partner of each of WP XI,
WP XI-B, WP XI Partners and WP XIP.
|
|
11.
|
WP Global LLC, a Delaware limited liability company (“WP Global”), is the general partner of WP XI GP.
|
|
12.
|
Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), is the managing member of WP Global.
|
|
13.
|
Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), is the general partner of
WPP II.
|
|
14.
|
Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WPP GP LLC.
|
|
15.
|
Warburg Pincus (Cayman) XI, L.P., a Cayman Islands exempted limited partnership (“WP XI Cayman GP”), is the general
partner of WP XI-C.
|
|
16.
|
Warburg Pincus XI-C, LLC, a Delaware limited liability company (“WP XI-C LLC”), is one of the two general partners
of WP XI Cayman GP.
|
|
17.
|
Warburg Pincus (Bermuda) XI, Ltd., a Bermuda exempted company (“WP XI Bermuda”), is one of the two general partners
of WP XI Cayman GP.
|
|
18.
|
Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“WPP II Cayman”), is
the managing member of WP XI-C LLC and the sole shareholder of WP XI Bermuda.
|
|
19.
|
Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company (“WP Bermuda GP”), is the general partner
of WPP II Cayman.
|
|
20.
|
Cayman Zebra Holdings GP Ltd., a company incorporated under the laws of the Cayman Islands, is the general partner of Zebra
Co-Invest LP and a wholly-owned subsidiary of the WP XI Funds.
|
|
21.
|
Messrs. Charles R. Kaye and Joseph P. Landy, as the Managing General Partners of WP, the Co-Chairmen and sole Directors of
WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC, may be deemed to control the management of the
WP XI Funds, WP XI GP, WP Global, WPP II, WPP GP LLC, WP, WP XI Cayman GP, WP XI-C LLC, WP XI Bermuda, WPP II Cayman, WP Bermuda
GP, and WP LLC. Messrs. Charles R. Kaye and Joseph P. Landy are each United States citizens.
|
Each party listed above is collectively
being referred to herein as the “Warburg Pincus Reporting Persons”.
Neither the filing of this Schedule 13G
nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person or any of its affiliates
is the beneficial owner of any Ordinary Shares or ADSs of the Company for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) or for any other purpose, except to the extent of its or his pecuniary
interest therein.
Item 2(b). Address of Principal
Business Office or, if None, Residence:
|
1.
|
With respect to Onyx Gem Investment Holdings Limited and Onyx Gem Group Limited:
|
The address of the principal business office
is P.O. Box 3340 Road Town, Tortola, British Virgin Islands.
|
2.
|
With respect to Zebra Co-Invest LP and Cayman Zebra Holdings GP Ltd.:
|
The address of the principal business office
is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands.
|
3.
|
With respect to all other Warburg Pincus Reporting Persons:
|
The address of the principal business office
is c/o Warburg Pincus & Co., 450 Lexington Avenue, New York, New York 10017.
Item 2(c). Citizenship:
See item 2(a).
Item 2(d). Title of Class
of Securities:
Class A ordinary shares, par value $0.0001
per share (“Ordinary Shares”)
Item 2(e). CUSIP Number:
98980A105
Item 3. Statement
Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
Not Applicable.
Item 4. Ownership.
The information required by Items 4(a)-(c)
is set forth in Rows 5-11 of the cover page hereto for each of the Warburg Pincus Reporting Person and is incorporated herein by
reference for each such Warburg Pincus Reporting Person.
Item 5. Ownership of Five
Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More
than Five Percent on Behalf of Another Person.
Other than as set forth herein, no other
person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess
of 5% of the total outstanding Ordinary Shares.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification
and Classification of Members of the Group.
The Warburg Pincus Reporting Persons are
making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3)
of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file jointly is attached hereto as
Exhibit 99.1.
Item 9. Notice of Dissolution
of Group.
Not Applicable.
Item 10. Certifications.
Not Applicable.
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 14, 2017
|
ONYX GEM INVESTMENT HOLDINGS LIMITED
|
|
|
|
|
|
By:
|
/s/ Tara E. O’Neill
|
|
|
Name: Tara E. O’Neill
|
|
|
Title: Director
|
|
ONYX GEM GROUP LIMITED
|
|
|
|
|
|
By:
|
/s/ Tara E. O’Neill
|
|
|
Name: Tara E. O’Neill
|
|
|
Title: Director
|
|
ZEBRA CO-INVEST LP
|
|
|
|
By:
|
Cayman Zebra Holdings GP Ltd., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Tara E. O’Neill
|
|
|
Name: Tara E. O’Neill
|
|
|
Title: Director
|
|
WARBURG PINCUS PRIVATE EQUITY XI, L.P.
|
|
|
|
By:
|
Warburg Pincus XI, L.P., its general partner
|
|
By:
|
WP Global LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Partner
|
|
WARBURG PINCUS PRIVATE EQUITY XI-B, L.P.
|
|
|
|
By:
|
Warburg Pincus XI, L.P., its general partner
|
|
By:
|
WP Global LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Partner
|
|
WARBURG PINCUS PRIVATE EQUITY XI-C, L.P.
|
|
|
|
By:
|
Warburg Pincus (Cayman) XI, L.P., its general partner
|
|
By:
|
Warburg Pincus XI-C, LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II (Cayman), L.P., its managing member
|
|
By:
|
Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Authorised Signatory
|
|
WP XI Partners, L.P.
|
|
|
|
By:
|
Warburg Pincus XI, L.P., its general partner
|
|
By:
|
WP Global LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Partner
|
|
WARBURG PINCUS XI PARTNERS, L.P.
|
|
|
|
By:
|
Warburg Pincus XI, L.P., its general partner
|
|
By:
|
WP Global LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Partner
|
|
WARBURG PINCUS LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Managing Director
|
|
WARBURG PINCUS XI, L.P.
|
|
|
|
By:
|
WP Global LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Partner
|
|
WP GLOBAL LLC
|
|
|
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Partner
|
|
WARBURG PINCUS PARTNERS II, L.P.
|
|
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Partner
|
|
WARBURG PINCUS PARTNERS GP LLC
|
|
|
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Partner
|
|
WARBURG PINCUS & CO.
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Partner
|
|
WARBURG PINCUS (CAYMAN) XI, L.P.
|
|
|
|
By:
|
Warburg Pincus XI-C, LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II (Cayman), L.P., its managing member
|
|
By:
|
Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Authorised Signatory
|
|
WARBURG PINCUS XI-C, LLC
|
|
|
|
By:
|
Warburg Pincus Partners II (Cayman), L.P., its managing member
|
|
By:
|
Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Authorised Signatory
|
|
WARBURG PINCUS (BERMUDA) XI, LTD.
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Authorised Signatory
|
|
WARBURG PINCUS PARTNERS II (CAYMAN), L.P.
|
|
|
|
By:
|
Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Authorised Signatory
|
|
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD.
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Name: Robert B. Knauss
|
|
|
Title: Authorised Signatory
|
|
CAYMAN ZEBRA HOLDINGS GP LTD.
|
|
|
|
|
|
By:
|
/s/ Tara E. O’Neill
|
|
|
Name: Tara E. O’Neill
|
|
|
Title: Director
|
|
CHARLES R. KAYE
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Robert B. Knauss, Attorney-in-fact*
|
|
JOSEPH P. LANDY
|
|
|
|
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
|
Robert B. Knauss, Attorney-in-fact*
|
*
|
The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S.
Securities and Exchange Commission on July 12, 2016 as an exhibit to the statement on Schedule 13D filed by WP LLC with
respect to WEX Inc. and is hereby incorporated by reference.
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EXHIBIT INDEX
Exhibit 99.1: Joint Filing Agreement, dated February 14,
2017, by and among the Warburg Pincus Reporting Persons.