Amended Statement of Ownership (sc 13g/a)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment 5)*

Under the Securities Exchange Act of 1934

Alibaba Group Holding Limited

(Name of Issuer)

Ordinary shares, par value US$0.000003125 per share

(Title of Class of Securities)

01609W102**

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check appropriate box to designate the rule pursuant to which this Schedule is filed:

[☐] Rule 13d-1(b)

[☐] Rule 13d-1(c)

[☒] Rule 13d-1(d)

* 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 disclosures provided in a prior cover page.

** This CUSIP number applies to the American Depositary Shares, each representing eight ordinary shares, par value $0.000003125 per share. No CUSIP has been assigned to the ordinary shares.

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 (“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).

(Continued on following pages)

Page 1 of 6 Pages


CUSIP No. 01609W102		13G		Page 2 of 6 pages


1	NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SoftBank Group Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ Please see response to Item 8
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,310,526,807⁽¹⁾⁽⁴⁾
		6	SHARED VOTING POWER 4,079,540,161⁽¹⁾⁽²⁾⁽⁴⁾
		7	SOLE DISPOSITIVE POWER 1,310,526,807
		8	SHARED DISPOSITIVE POWER 4,079,540,161⁽²⁾⁽⁴⁾
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,390,066,968^(1)(2)(4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 24.9%^(1)(2)(3)
12	TYPE OF REPORTING PERSON CO

1	This figure does not take into account the Voting Agreement described in Item 8.

2	See the description of ownership by subsidiaries of the Reporting Person in Item 4.

3	Percent of class is based on 21,688,948,800 ordinary shares of the Issuer (“Ordinary Shares”) outstanding, as of December 31, 2020.

4	The Issuer executed a stock split of one ordinary share into eight ordinary shares effective on July 30, 2019.


CUSIP No. 01609W102		13G		Page 3 of 6 pages

Item 1.

(a)

Name of Issuer:

Alibaba Group Holding Limited

(b)

Address of Issuer’s Principal Executive Offices:

26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong S.A.R.

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is being filed by SoftBank Group Corp. (the “Reporting Person”).

(b)

Address of Principal Business Office:

The address of the principal business office of SoftBank Group Corp. is 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan.

(c)

Citizenship:

See Row 4 of cover page for the Reporting Person.

(d)

Title of Class of Securities:

Ordinary shares, par value US$0.000003125 per share, of the Issuer.

(e)

CUSIP Number:

01609W102

Item 3.

Not applicable.

Item 4.

Ownership

The following information with respect to the ownership of the Ordinary Shares by the person filing this statement is provided as of December 31, 2020:


CUSIP No. 01609W102		13G		Page 4 of 6 pages

(a)

Amount Beneficially Owned:

See Row 9 of cover page for the Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for the Reporting Person.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:

See Row 5 of cover page for the Reporting Person.

(ii)

shared power to vote or to direct the vote:

See Row 6 of cover page for the Reporting Person. See also response to Item 8 below.

(iii)

sole power to dispose or to direct the disposition of:

See Row 7 of cover page for the Reporting Person.

(iv)

shared power to dispose or to direct the disposition of:

See Row 8 of cover page for the Reporting Person.

The Reporting Person is the direct or indirect owner of the shares set forth herein. A portion of such shares are beneficially owned via direct or indirect subsidiaries of the Reporting Person. As of December 31, 2020, none of the subsidiaries of the Reporting Person holding shares individually beneficially owned more than 5.0% of the outstanding Ordinary Shares, with the exception of Skywalk Finance GK, a subsidiary of the Reporting Person which beneficially owned 6.3% Ordinary Shares as of such date.

Item 5.

Not applicable.

Item 6.

Not applicable.

Item 7.

Not applicable.


CUSIP No. 01609W102		13G		Page 5 of 6 pages

Item 8.

Identification and Classification of Members of the Group

Pursuant to a Voting Agreement entered into on September 18, 2014 by and among the Issuer, Altaba Inc. (formerly Yahoo! Inc.), SoftBank Group Corp. (formerly known as SoftBank Corp.), Jack Ma Yun, Joseph C. Tsai and certain other shareholders of the Issuer named on Schedule A thereto (the “Voting Agreement”), the parties thereto have agreed to, among others, (i) certain voting arrangements in favor of director nominees of Lakeside Partners LP (a partnership comprised of members of management of Issuer, Issuer affiliates and/or certain companies with which Issuer has a significant relationship) and SoftBank Group Corp. and (ii) a proxy grant by the Reporting Person to Jack Ma Yun and Joseph C. Tsai of the voting power of any portion of the Reporting Person’s shareholdings exceeding 30% of the Issuer’s issued and outstanding Ordinary Shares, each in accordance with the terms and conditions of the Voting Agreement.

A copy of the Voting Agreement has been filed by the Issuer with the Securities and Exchange Commission as Exhibit 4.13 to the Issuer’s amended registration statement on Form F-1 filed on September 5, 2014.

The Reporting Person may be deemed to be members of a “group” under Section 13(d) of the Act with respect to the Ordinary Shares beneficially owned by the Reporting Person and the other parties to the Voting Agreement. Assuming such a group is deemed to exist, the members of the group are as follows: (1) SoftBank Group Corp.; and (2) Jack Yun Ma, Joseph C. Tsai, Clara Wu Ming-Hua, APN Ltd., Jack Ma Philanthropic Foundation, JC Properties Limited, Joe and Clara Tsai Foundation Limited, JSP Investment Limited, Parufam Limited, PMH Holding Limited, Ying Capital Limited and Yun Capital Limited. Altaba Inc. announced its dissolution effective as of October 4, 2019.

Item 9.

Not applicable.

Item 10.

Not applicable.


CUSIP No. 01609W102		13G		Page 6 of 6 pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: February 16, 2021

SOFTBANK GROUP CORP.

By:		/s/ Yoshimitsu Goto
Name:		Yoshimitsu Goto
Title:		Corporate Officer, Senior Vice President, CFO, CISO & CSusO