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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 (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.
|
|
Name of
Reporting Persons
Matrix Partners China II Hong Kong 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)
WC, OO
|
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
49,039,253 Ordinary
Shares
(1)
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
49,039,253 Ordinary
Shares
(1)
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,039,253 Ordinary Shares
(1)
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
12.6%
(2)
(representing
3.9% of the voting power of the total outstanding Ordinary Shares (including Class A and Class B Ordinary Shares) of the Company)
(3)
|
14.
|
|
Type of Reporting Person (see
instructions)
CO
|
(1)
|
Includes (i) 42,770,897 Class A Ordinary Shares held of record by Matrix Partners China II Hong Kong Limited and (ii) 3,134,178 ADSs held by Matrix Partners China II Hong Kong Limited, representing 6,268,356 Class A
Ordinary Shares.
|
(2)
|
The calculation is based on 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of September 30, 2016, as disclosed in the Companys current report on Form 6-K
furnished to the Commission on November 9, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed by Gallant Future in the Amendment No.2 to the original Schedule 13D filed with the Commission on August 23, 2016.
|
(3)
|
Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. See Item 5.
|
13D/A
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons
Matrix Partners China II, L.P.
|
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)
WC, OO
|
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
49,039,253 Ordinary
Shares
(1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
49,039,253 Ordinary
Shares
(1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,039,253 Ordinary Shares
(1)
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
12.6%
(2)
(representing
3.9% of the voting power of the total outstanding Ordinary Shares (including Class A and Class B Ordinary Shares) of the Company)
(3)
|
14.
|
|
Type of Reporting Person (see
instructions)
PN
|
(1)
|
Includes (i) 42,770,897 Class A Ordinary Shares and (ii) 3,134,178 ADSs, representing 6,268,356 Class A Ordinary Shares, held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix
China
II-A.
Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China
II-A,
and as such, may
exercise voting and dispositive power over the shares held by Matrix HK. Mr. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK.
|
(2)
|
The calculation is based on 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of September 30, 2016, as disclosed in the Companys current report
on Form
6-K
furnished to the Commission on November 9, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed by Gallant Future in the Amendment No.2 to the original
Schedule 13D filed with the Commission on August 23, 2016.
|
(3)
|
Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. See Item 5.
|
13D/A
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons
Matrix Partners China II-A, L.P.
|
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)
WC, OO
|
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
49,039,253 Ordinary
Shares
(1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
49,039,253 Ordinary Shares(1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,039,253 Ordinary Shares
(1)
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
12.6%
(2)
(representing
3.9% of the voting power of the total outstanding Ordinary Shares (including Class A and Class B Ordinary Shares) of the Company)
(3)
|
14.
|
|
Type of Reporting Person (see
instructions)
PN
|
(1)
|
Includes (i) 42,770,897 Class A Ordinary Shares and (ii) 3,134,178 ADSs, representing 6,268,356 Class A Ordinary Shares, held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix
China
II-A.
Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China
II-A,
and as such, may
exercise voting and dispositive power over the shares held by Matrix HK. Mr. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK.
|
(2)
|
The calculation is based on 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of September 30, 2016, as disclosed in the Companys current report
on Form
6-K
furnished to the Commission on November 9, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed by Gallant Future in the Amendment No.2 to the original
Schedule 13D filed with the Commission on August 23, 2016.
|
(3)
|
Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. See Item 5.
|
13D/A
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons
Matrix China Management II, L.P.
|
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)
WC, OO
|
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
49,039,253 Ordinary
Shares
(1)
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
49,039,253 Ordinary
Shares
(1)
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,039,253 Ordinary Shares
(1)
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
12.6%
(2)
(representing
3.9% of the voting power of the total outstanding Ordinary Shares (including Class A and Class B Ordinary Shares) of the Company)
(3)
|
14.
|
|
Type of Reporting Person (see
instructions)
PN
|
(1)
|
Includes (i) 42,770,897 Class A Ordinary Shares and (ii) 3,134,178 ADSs, representing 6,268,356 Class A Ordinary Shares, held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix
China
II-A.
Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China
II-A,
and as such, may
exercise voting and dispositive power over the shares held by Matrix HK. Mr. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK.
|
(2)
|
The calculation is based on 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of September 30, 2016, as disclosed in the Companys current report
on Form
6-K
furnished to the Commission on November 9, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed by Gallant Future in the Amendment No.2 to the original
Schedule 13D filed with the Commission on August 23, 2016.
|
(3)
|
Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. See Item 5.
|
13D/A
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons
Matrix China II GP 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)
WC, OO
|
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
49,039,253 Ordinary
Shares
(1)
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
49,039,253 Ordinary
Shares
(1)
|
|
10.
|
|
Shared Dispositive Power
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,039,253 Ordinary Shares
(1)
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
12.6%
(2)
(representing
3.9% of the voting power of the total outstanding Ordinary Shares (including Class A and Class B Ordinary Shares) of the Company)
(3)
|
14.
|
|
Type of Reporting Person (see
instructions)
CO
|
(1)
|
Includes (i) 42,770,897 Class A Ordinary Shares and (ii) 3,134,178 ADSs, representing 6,268,356 Class A Ordinary Shares, held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix
China
II-A.
Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China
II-A,
and as such, may
exercise voting and dispositive power over the shares held by Matrix HK. Mr. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK.
|
(2)
|
The calculation is based on 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of September 30, 2016, as disclosed in the Companys current report
on Form
6-K
furnished to the Commission on November 9, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed by Gallant Future in the Amendment No.2 to the original
Schedule 13D filed with the Commission on August 23, 2016.
|
(3)
|
Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. See Item 5.
|
13D/A
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Persons
Yibo Shao
|
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, OO
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of
Organization
The Peoples Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
49,039,253 Ordinary
Shares
(1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
49,039,253 Ordinary
Shares
(1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,039,253 Ordinary Shares
(1)
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row 11
12.6%
(2)
(representing
3.9% of the voting power of the total outstanding Ordinary Shares (including Class A and Class B Ordinary Shares) of the Company)
(3)
|
14.
|
|
Type of Reporting Person (see
instructions)
IN
|
(1)
|
Includes (i) 42,770,897 Class A Ordinary Shares and (ii) 3,134,178 ADSs, representing 6,268,356 Class A Ordinary Shares, held by Matrix HK. Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix
China
II-A.
Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix China II and Matrix China
II-A,
and as such, may
exercise voting and dispositive power over the shares held by Matrix HK. Mr. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over the shares held by Matrix HK.
|
(2)
|
The calculation is based on 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of September 30, 2016, as disclosed in the Companys current report
on Form
6-K
furnished to the Commission on November 9, 2016, including 96,886,370 Class B Ordinary Shares issued and outstanding, as disclosed by Gallant Future in the Amendment No.2 to the original
Schedule 13D filed with the Commission on August 23, 2016.
|
(3)
|
Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. See Item 5.
|
Explanatory Note
This statement on Schedule 13D (the
Schedule 13D
) constitutes Amendment No. 4 solely on behalf of, and only to the
extent that it relates to, Matrix Partners China II Hong Kong Limited (
Matrix HK
), Matrix Partners China II, L.P. (
Matrix China II
), Matrix Partners China
II-A,
L.P.
(
Matrix China
II-A
), Matrix China Management II, L.P. (
Matrix Management
), Matrix China II GP GP, Ltd. (
Matrix GP
and, together with Matrix HK, Matrix
China II, Matrix China
II-A
and Matrix Management, the
Matrix Funds
) and Yibo Shao (
Mr.
Shao
and, together with the Matrix Funds, the
Matrix
Reporting Persons
) to the Schedule 13D initially filed by Yan Tang (
Mr.
Tang
), Sichuan Zhang (
Ms.
Zhang
), Gallant Future Holdings Limited (
Gallant
Future
), Matrix Funds and Mr. Shao with the U.S. Securities and Exchange Commission (the
Commission
) on July 6, 2015, as amended by Amendment No. 1 filed on April 6, 2016, Amendment No. 2 on
August 23, 2016 and Amendment No. 3 on September 6, 2016 (the
Original Filing
), in each case with respect to the Class A ordinary shares, par value $0.0001 per share (
Class
A
Ordinary Shares
) of Momo Inc., a Cayman Islands company (the
Company
). Except to the extent specifically set forth herein, the information contained in the Original Filing remains true and accurate with respect to the
Matrix Reporting Persons.
This statement does not modify any of the information previously reported on the Original Filing or any of the
information reported by any Reporting Persons (as defined in the Original Filing) other than the Matrix Reporting Persons.
Item 2.
|
Identity and Background.
|
The Matrix Funds and Mr. Shao are collectively referred
to herein as the
Matrix Reporting Persons
, and each, a
Matrix Reporting Person
.
(a)(c), (f)
This statement on Schedule 13D is being filed jointly by the Matrix Reporting Persons pursuant to Rule
13d-1(k)
promulgated by the SEC under Section 13 of the Act.
Except as otherwise stated herein, each Matrix Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary
Shares (including Class A Ordinary Shares represented by the ADSs) held by each other Matrix Reporting Person or by any member of the Buyer Group (as defined in Item 4) that is not a Matrix Reporting Person.
The agreement among the Matrix Reporting Persons relating to the joint filing is attached hereto as
Exhibit
J
.
Information with respect to each of the Matrix Reporting Persons is given solely by such Matrix Reporting Person, and no Matrix Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Matrix
Reporting Persons, except as otherwise provided in Rule
13d-1(k).
The principal business of
Matrix Management and Matrix GP is to serve as direct and indirect general partners, respectively, of Matrix China II and Matrix China
II-A.
The principal business of Matrix HK is to acquire, hold and dispose
of interests in various companies for investment purposes and to take all actions incidental thereto. The principal business of Matrix China II and Matrix China
II-A
is to hold indirect interests in
various companies for investment purposes. Mr. Shao is a director of Matrix GP and is a PRC citizen. Matrix HK is a company incorporated in Hong Kong. Matrix China II and Matrix China
II-A
are
limited partnerships formed in the Cayman Islands and managed by Matrix Management, a limited partnership formed in the Cayman Islands, which in turn is managed by Matrix GP, a company incorporated in the Cayman Islands. The business address of each
of the Matrix Funds and Mr. Shao is c/o Flat 2807, 28/F, AIA Central, No. 1 Connaught Road, Central, Hong Kong.
Item 4.
|
Purpose of Transaction
|
Solely on behalf of, and only to the extent that it relates
to, the Matrix Reporting Persons, Item 4 of the Original Filing is hereby amended and supplemented by the addition of the following:
On September 23, 2016, Matrix HK converted 10,000,000 Class A Ordinary Shares to 5,000,000 ADSs.
On February 10, 2017, (i) Matrix HK distributed 4,702,573 ADSs to Matrix China II and 522,508 ADSs to Matrix China
II-A
for no additional consideration, (ii) Matrix China II distributed 4,702,573 ADSs to Matrix China IIs partners for no additional consideration and (iii) Matrix China
II-A
distributed 522,508 ADSs to Matrix China
II-As
partners for no additional consideration.
Item 5.
|
Interest in Securities of the Issuer
|
Solely on behalf of, and only to the extent
that it relates to, the Matrix Reporting Persons, paragraphs (a)-(c) of Item 5 of the Original Filing are hereby amended as follows:
(a)(b) The following information with respect to the ownership of Class A ordinary shares by the Matrix Reporting Persons filing
this statement on Schedule 13D is provided as of the date of this filing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Persons
|
|
Class A
Ordinary
Shares Held
Directly
|
|
|
Class B
Ordinary
Shares Held
Directly
|
|
|
ADS
Held Directly
(2)
|
|
|
Shared
Voting
Power
|
|
|
Shared
Dispositive
Power
|
|
|
Beneficial
Ownership
|
|
|
Percentage of
Class (2)
|
|
Matrix HK
|
|
|
42,770,897
|
|
|
|
0
|
|
|
|
3,134,178
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
12.6
|
%
|
Matrix China II
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
12.6
|
%
|
Matrix China
II-A
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
12.6
|
%
|
Matrix Management (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
12.6
|
%
|
Matrix GP (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
12.6
|
%
|
Shao (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
49,039,253
|
|
|
|
12.6
|
%
|
(1)
|
Matrix HK is 90% owned by Matrix China II and 10% owned by Matrix China
II-A.
Matrix Management and Matrix GP are the direct and indirect general partners, respectively, of Matrix
China II and Matrix China
II-A,
and as such, may exercise voting and dispositive power over the shares held by Matrix HK. Shao, a director of Matrix GP, may be deemed to share voting and dispositive power over
the shares held by Matrix HK.
|
(2)
|
Each ADS represents 2 Class A ordinary share, par value of US$0.0001. Percentage is based on 388,306,897 Ordinary Shares (including Class A and Class B Ordinary Shares) issued and outstanding as of
September 30, 2016, as disclosed in the Companys current report on Form
6-K
furnished to the Commission on November 9, 2016, assuming conversion of all Class B Ordinary Shares into the
same number of Class A Ordinary Shares.
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Each Matrix Reporting Person expressly disclaims any beneficial ownership of
the Ordinary Shares held by each other Matrix Reporting Person or by any member of the Buyer Group that is not a Matrix Reporting Person.
Holders of Class A Ordinary Share and Class B Ordinary Share have the same rights except for voting and conversion rights. Each
Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote
per share.
Mr. David Ying Zhang, a director of Matrix GP, is the beneficially owner of 528,126 Class A Ordinary Shares,
representing 528,126 Class A Ordinary Shares that Mr. Zhang has the right to acquire upon exercise of options within 60 days of the date of this filing.
Except as disclosed in this statement on Schedule 13D, none of the Matrix Reporting Persons beneficially owns any Ordinary Shares or has the
right to acquire any Ordinary Shares.
Except as disclosed in this statement on Schedule 13D, none of the Matrix Reporting Persons
presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own.
(c) On September 23, 2016, Matrix HK converted 10,000,000 Class A Ordinary Shares to 5,000,000 ADSs.
On February 10, 2017, (i) Matrix HK distributed 4,702,573 ADSs to Matrix China II and 522,508 ADSs to Matrix China
II-A
for no additional consideration, (ii) Matrix China II distributed 4,702,573 ADSs to Matrix China IIs partners for no additional consideration and (iii) Matrix China
II-A
distributed 522,508 ADSs to Matrix China
II-As
partners for no additional consideration.
Item 7.
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Material to be Filed as Exhibits.
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|
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Exhibit No.
|
|
Description
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|
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A
(1)
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Joint Filing Agreement dated July 6, 2015 by and among Mr. Tang, Ms. Zhang, Gallant Future, the Matrix Funds and Mr. Shao.
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B
(1)
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Consortium Agreement, dated July 6, 2015, by and among Mr. Tang, Matrix Partners, Sequoia Capital and Huatai Ruilian.
|
|
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C
(1)
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Proposal Letter dated June 23, 2015 from the Buyer Group to the board of directors of the Company.
|
|
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D
(1)
|
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Amendment No. 1 to the Consortium Agreement, dated April 5, 2016, by and among the Buyer Group.
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E
(1)
|
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Adherence Agreement to the Consortium Agreement executed and delivered by Alibaba, dated April 5, 2016.
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|
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F
(1)
|
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Adherence Agreement to the Consortium Agreement executed and delivered by Yunfeng, dated April 5, 2016.
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G
(1)
|
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Joint Filing Agreement dated April 6, 2016 by and among Mr. Tang, Ms. Zhang, Gallant Future, the Matrix Funds, Mr. Shao, the Yunfeng Funds and Mr. Yu.
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H
(1)
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Proposal Withdrawal Letter to the special committee of the board of directors of the Company, dated August 18, 2016.
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|
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I
(1)
|
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Termination Agreement, dated August 18, 2016, by and among the Buyer Group.
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|
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J
(1)
|
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Joint Filing Agreement dated September 6, 2016 by and among the Matrix Reporting Persons.
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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.
|
|
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Date: February 21, 2017
|
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MATRIX PARTNERS CHINA II HONG KONG LIMITED
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By:
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|
Matrix Partners China II, L.P.
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By:
|
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Matrix China Management II, L.P.
|
By:
|
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Matrix China II GP GP, Ltd.
|
|
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By:
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/s/ Yibo Shao
|
|
|
Yibo Shao, Director
|
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MATRIX PARTNERS CHINA II, L.P.
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By:
|
|
Matrix China Management II, L.P.
|
By:
|
|
Matrix China II GP GP, Ltd.
|
|
|
By:
|
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/s/ Yibo Shao
|
|
|
Yibo Shao, Director
|
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MATRIX PARTNERS CHINA
II-A,
L.P.
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By:
|
|
Matrix China Management II, L.P.
|
By:
|
|
Matrix China II GP GP, Ltd.
|
|
|
By:
|
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/s/ Yibo Shao
|
|
|
Yibo Shao, Director
|
|
MATRIX CHINA MANAGEMENT II, L.P.
|
By:
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|
Matrix China II GP GP, Ltd.
|
|
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By:
|
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/s/ Yibo Shao
|
|
|
Yibo Shao, Director
|
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MATRIX CHINA II GP GP, LTD.
|
|
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By:
|
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/s/ Yibo Shao
|
|
|
Yibo Shao, Director
|
|
YIBO SHAO
|
|
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By:
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/s/ Yibo Shao
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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
Matrix Partners China II Hong Kong Limited
The business address of each of the following individuals is c/o Flat 2807, 28/F, AIA Central, No. 1 Connaught Road, Central, Hong Kong.
Directors:
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|
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Name
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Country of Citizenship
|
David Ying Zhang
|
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United States of America
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Timothy A. Barrows
|
|
United States of America
|
Yibo Shao
|
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The Peoples Republic of China
|
Executive Officers:
None
Matrix China II GP GP, Ltd.
The
business address of each of the following individuals is c/o Flat 2807, 28/F, AIA Central, No. 1 Connaught Road, Central, Hong Kong.
Directors:
|
|
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Name
|
|
Country of Citizenship
|
David Ying Zhang
|
|
United States of America
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Timothy A. Barrows
|
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United States of America
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David Su
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The Republic of Singapore
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Yibo Shao
|
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The Peoples Republic of China
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Executive Officers:
None