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 disclosures provided in a prior cover page.
** CUSIP number 54951L109 has been assigned to the American
depositary shares (“ADSs”) of the issuer, which are quoted on the NASDAQ Global Select Market under the symbol “LK.”
Each ADS represents eight Class A ordinary shares of the issuer. No CUSIP number has been assigned to Class B ordinary shares of
the issuer.
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).
|
CUSIP No. 54951L109
|
Schedule 13G
|
|
|
1.
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NAMES
OF REPORTING PERSONS
Primus Investments Fund, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
(b) ☐
|
|
3.
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SEC USE ONLY
|
|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
187,500,000 Class B ordinary shares (1)
|
|
6.
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SHARED VOTING POWER
0
|
|
7.
|
SOLE DISPOSITIVE POWER
187,500,000 Class B ordinary shares (1)
|
|
8.
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SHARED DISPOSITIVE POWER
0
|
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9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,500,000 Class B ordinary shares (1)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.2% (2)
|
|
12.
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TYPE OF REPORTING PERSON
PN
|
(1) Represents 187,500,000 Class B ordinary
shares held by Primus Investments Fund, L.P., a Cayman Islands limited partnership wholly owned by Haode Investment Inc., which
in turn is wholly owned by Haode International Limited and ultimately controlled by Lu Family Trust, a trust established under
the laws of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee, Lichun Guo, Zhengyao Lu’s spouse, as the settlor
of the trust and Ms. Guo and her family members as the trust’s beneficiaries. 56,250,000 Class B ordinary shares held by
Primus Investments Fund, L.P. have been pledged to secure a borrowing.
(2) Calculated based on 1,233,527,072 Class B ordinary shares
issued and outstanding immediately after the completion of the Issuer’s public follow-on offering (after the underwriters
exercised their option to purchase additional ADSs in full), as disclosed by the Issuer on its prospectus form, Form 424B4, filed
on January 10, 2020 (the “Form 424B4”).
|
CUSIP No. 54951L109
|
Schedule 13G
|
|
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1.
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NAMES OF REPORTING PERSONS
Haode Investment Inc.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
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(b) ☐
|
|
3.
|
SEC USE ONLY
|
|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
484,851,500 Class B ordinary shares (1)
|
|
6.
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SHARED VOTING POWER
0
|
|
7.
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SOLE DISPOSITIVE POWER
484,851,500 Class B ordinary shares (1)
|
|
8.
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SHARED DISPOSITIVE POWER
0
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,851,500 Class B ordinary shares (1)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.3% (2)
|
|
12.
|
TYPE OF REPORTING PERSON
CO
|
(1) Represents (i) 297,351,500 Class B
ordinary shares held by Haode Investment Inc., a British Virgin Islands company wholly owned by Haode International Limited, which
in turn is controlled by Lu Family Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd.
as the trustee, Lichun Guo, Zhengyao Lu’s spouse, as the settlor of the trust and Ms. Guo and her family members as the trust’s
beneficiaries; and (ii) 187,500,000 Class B ordinary shares held by Primus Investments Fund, L.P., a Cayman Islands limited partnership
wholly owned by Haode Investment Inc., which in turn is wholly owned by Haode International Limited and ultimately controlled by
Lu Family Trust. 89,205,450 Class B ordinary
shares held by Haode Investment Inc. and 56,250,000 Class B ordinary shares held by Primus Investments Fund, L.P. have been
pledged to secure a borrowing.
(2) Calculated based on 1,233,527,072 Class
B ordinary shares issued and outstanding immediately after the completion of the Issuer’s public follow-on offering (after
the underwriters exercised their option to purchase additional ADSs in full), as disclosed by the Issuer on its Form 424B4.
|
CUSIP No. 54951L109
|
Schedule 13G
|
|
|
1.
|
NAMES OF REPORTING PERSONS
Haode International 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
484,851,500 Class B ordinary shares (1)
|
|
6.
|
SHARED VOTING POWER
0
|
|
7.
|
SOLE DISPOSITIVE POWER
484,851,500 Class B ordinary shares (1)
|
|
8.
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,851,500 Class B ordinary shares (1)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.3% (2)
|
|
12.
|
TYPE OF REPORTING PERSON
CO
|
(1) Represents (i) 297,351,500 Class B
ordinary shares held by Haode Investment Inc., a British Virgin Islands company wholly owned by Haode International Limited, which
in turn is controlled by Lu Family Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd.
as the trustee, Lichun Guo, Zhengyao Lu’s spouse, as the settlor of the trust and Ms. Guo and her family members as the trust’s
beneficiaries; and (ii) 187,500,000 Class B ordinary shares held by Primus Investments Fund, L.P., a Cayman Islands limited partnership
wholly owned by Haode Investment Inc., which in turn is wholly owned by Haode International Limited and ultimately controlled by
Lu Family Trust. 89,205,450 Class B ordinary
shares held by Haode Investment Inc. and 56,250,000 Class B ordinary shares held by Primus Investments Fund, L.P. have been
pledged to secure a borrowing.
(2) Calculated based on 1,233,527,072 Class
B ordinary shares issued and outstanding immediately after the completion of the Issuer’s public follow-on offering (after
the underwriters exercised their option to purchase additional ADSs in full), as disclosed by the Issuer on its Form 424B4.
|
CUSIP No. 54951L109
|
Schedule 13G
|
|
|
1.
|
NAMES OF REPORTING PERSONS
Lichun Guo
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
(b) ☐
|
|
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
484,851,500 Class B ordinary shares (1)
|
|
6.
|
SHARED VOTING POWER
0
|
|
7.
|
SOLE DISPOSITIVE POWER
484,851,500 Class B ordinary shares (1)
|
|
8.
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,851,500 Class B ordinary shares (1)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.3% (2)
|
|
12.
|
TYPE OF REPORTING PERSON
IN
|
(1) Represents (i) 297,351,500 Class B
ordinary shares held by Haode Investment Inc., a British Virgin Islands company wholly owned by Haode International Limited, which
in turn is controlled by Lu Family Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd.
as the trustee, Lichun Guo, Zhengyao Lu’s spouse, as the settlor of the trust and Ms. Guo and her family members as the trust’s
beneficiaries; and (ii) 187,500,000 Class B ordinary shares held by Primus Investments Fund, L.P., a Cayman Islands limited partnership
wholly owned by Haode Investment Inc., which in turn is wholly owned by Haode International Limited and ultimately controlled by
Lu Family Trust. 89,205,450 Class B ordinary
shares held by Haode Investment Inc. and 56,250,000 Class B ordinary shares held by Primus Investments Fund, L.P. have been
pledged to secure a borrowing.
(2) Calculated based on 1,233,527,072 Class
B ordinary shares issued and outstanding immediately after the completion of the Issuer’s public follow-on offering (after
the underwriters exercised their option to purchase additional ADSs in full), as disclosed by the Issuer on its Form 424B4.
|
CUSIP No. 54951L109
|
Schedule 13G
|
|
|
1.
|
NAMES OF REPORTING PERSONS
Zhengyao Lu
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
(b) ☐
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
484,851,500 Class B ordinary shares (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
484,851,500 Class B ordinary shares (1)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,851,500 Class B ordinary shares (1)
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.3% (2)
|
|
12.
|
TYPE OF REPORTING PERSON
IN
|
(1) Represents (i) 297,351,500 Class B
ordinary shares held by Haode Investment Inc., a British Virgin Islands company wholly owned by Haode International Limited, which
in turn is controlled by Lu Family Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd.
as the trustee, Lichun Guo, Zhengyao Lu’s spouse, as the settlor of the trust and Ms. Guo and her family members as the trust’s
beneficiaries; and (ii) 187,500,000 Class B ordinary shares held by Primus Investments Fund, L.P., a Cayman Islands limited partnership
wholly owned by Haode Investment Inc., which in turn is wholly owned by Haode International Limited and ultimately controlled by
Lu Family Trust. 89,205,450 Class B ordinary
shares held by Haode Investment Inc. and 56,250,000 Class B ordinary shares held by Primus Investments Fund, L.P. have been
pledged to secure a borrowing.
(2) Calculated based on 1,233,527,072 Class
B ordinary shares issued and outstanding immediately after the completion of the Issuer’s public follow-on offering (after
the underwriters exercised their option to purchase additional ADSs in full), as disclosed by the Issuer on its Form 424B4.
|
|
Item 1(a).
|
Name of Issuer:
|
Luckin Coffee Inc. (the “Issuer”)
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
17F Block A, Tefang Portman Tower, No.
81 Zhanhong Road, Siming District, Xiamen, Fujian, 361008, the People’s Republic of China
|
|
Item 2(a).
|
Name of Person Filing:
|
Primus Investments Fund, L.P.
Haode Investment Inc.
Haode International Limited
Lichun Guo
Zhengyao Lu
(collectively, the “Reporting Persons”)
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
Primus Investments Fund, L.P.
4th Floor, Harbour Place, 103 South Church
Street, P. O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands
Haode Investment Inc.
Vistra Corporate Services, Centre, Wickhams
Cay II, Road Town, Tortola, VG1110, British Virgin Islands
Haode International Limited
Palm Grove House, P.O. Box 438, Road Town,
Tortola, British Virgin Islands
Lichun Guo
Flat A, 55/F, TWR 2, The Dynasty, 18 Yeung
UK Rd. Tsuen Wan, NT, Hong Kong
Zhengyao Lu
No. 118, Zhongguancun East Road, Haidian
Dist., Beijing, the People’s Republic of China
Primus Investments Fund, L.P.:
Cayman Islands
Haode Investment Inc.: British Virgin
Islands
Haode International Limited: British
Virgin Islands
Lichun Guo: Canada
Zhengyao Lu: People’s Republic of
China
|
|
Item 2(d).
|
Title of Class of Securities:
|
Class B ordinary shares, par value US$0.000002
per share
The Issuer’s ordinary shares consist
of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary
share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary
share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
54951L109
This CUSIP number applies to the American
depositary shares of the Issuer, each representing eight Class A ordinary shares of the Issuer, par value US$0.000002 per share.
No CUSIP has been assigned to the Class B ordinary shares.
|
|
Item 3.
|
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
|
Not applicable.
The following information with respect
to the ownership of the ordinary shares of par value of US$0.000002 per share of the Issuer by each of the Reporting Persons is
provided as of December 31, 2019:
|
Reporting Person
|
Amount
beneficially owned:
|
Percent
of
class(1):
|
Sole
power to vote or direct the vote:
|
Shared
power to vote or to direct the vote:
|
Sole
power to dispose or to direct the disposition of:
|
Shared
power to dispose or to direct the disposition of:
|
Percent
of Aggregate voting power(2):
|
|
Primus Investments Fund, L.P.
|
187,500,000
|
15.2%
|
187,500,000
|
0
|
187,500,000
|
0
|
14.3%
|
|
Haode Investment Inc.
|
484,851,500
|
39.3%
|
484,851,500
|
0
|
484,851,500
|
0
|
36.9%
|
|
Haode International Limited
|
484,851,500
|
39.3%
|
484,851,500
|
0
|
484,851,500
|
0
|
36.9%
|
|
Lichun Guo
|
484,851,500
|
39.3%
|
484,851,500
|
0
|
484,851,500
|
0
|
36.9%
|
|
Zhengyao Lu
|
484,851,500
|
39.3%
|
0
|
484,851,500
|
0
|
484,851,500
|
36.9%
|
(1) The percentage of class of securities
beneficially owned by each Reporting Person is based on 1,233,527,072 Class B ordinary shares of the Issuer issued and outstanding
immediately after the completion of the Issuer’s public follow-on offering (after the underwriters exercised their option
to purchase additional ADSs in full), as disclosed by the Issuer on its Form 424B4.
(2) For each Reporting Person, percentage
of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting
power of all of 791,647,728 Class A and 1,233,527,072 Class B ordinary shares of the Issuer as a single class. Each
Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into
one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
|
|
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.
|
Not applicable.
|
|
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.
|
Not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
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, 2020
|
PRIMUS INVESTMENTS FUND, L.P.
|
|
|
|
|
|
By:
|
/s/ Lichun Guo
|
|
|
Name: Lichun Guo
|
|
|
Title: Director
|
|
HAODE INVESTMENT INC.
|
|
|
|
|
|
By:
|
/s/ Lichun Guo
|
|
|
Name: Lichun Guo
|
|
|
Title: Director
|
|
HAODE INTERNATIONAL LIMITED
|
|
|
|
|
|
By:
|
/s/ S.B. Vanwall Ltd.
|
|
|
Name: S.B. Vanwall Ltd.
|
|
|
Title: Director
|
|
LICHUN GUO
|
|
|
|
|
|
By:
|
/s/ Lichun Guo
|
|
ZHENGYAO LU
|
|
|
|
|
|
By:
|
/s/ Zhengyao Lu
|
LIST OF EXHIBITS
|
Exhibit No.
|
|
Description
|
|
A
|
|
Joint Filing Agreement
|
|
|
|
|
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed
on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Dated: February 14, 2020
|
PRIMUS INVESTMENTS FUND, L.P.
|
|
|
|
|
|
By:
|
/s/ Lichun Guo
|
|
|
Name: Lichun Guo
|
|
|
Title: Director
|
|
HAODE INVESTMENT INC.
|
|
|
|
|
|
By:
|
/s/ Lichun Guo
|
|
|
Name: Lichun Guo
|
|
|
Title: Director
|
|
HAODE INTERNATIONAL LIMITED
|
|
|
|
|
|
By:
|
/s/ S.B. Vanwall Ltd.
|
|
|
Name: S.B. Vanwall Ltd.
|
|
|
Title: Director
|
|
LICHUN GUO
|
|
|
|
|
|
By:
|
/s/ Lichun Guo
|
|
ZHENGYAO LU
|
|
|
|
|
|
By:
|
/s/ Zhengyao Lu
|