Statement of Ownership (sc 13g)
April 27 2015 - 4:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Jumei International Holding Limited
|
| (Name of Issuer) |
|
Class A Ordinary shares, par value US$0.00025 per share |
|
| (Title of Class of Securities) |
|
48138L107** |
|
| (CUSIP Number) |
|
|
| April
17, 2015 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o 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 the disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the Class A Ordinary Shares, par value US$0.00025 per share (the "Class A Ordinary Shares").
CUSIP number 48138L107 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the
New York Stock Exchange under the symbol "JMEI." Each ADS represents one Class A Ordinary Share.
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. 48138L107
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SCHEDULE 13G
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Page 2
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Falcon Edge Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
|
|
6
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SHARED VOTING POWER
5,006,000 Class A Ordinary Shares (represented by 5,006,000 ADSs)
|
|
7
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SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
5,006,000 Class A Ordinary Shares (represented by 5,006,000 ADSs)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,006,000 Class A Ordinary Shares (represented by 5,006,000 ADSs)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA, PN
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CUSIP No. 48138L107
|
SCHEDULE 13G
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Page 3
of 9 Pages
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| |
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1
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NAME OF REPORTING PERSONS
Falcon Edge Global Master Fund, LP
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
5,006,000 Class A Ordinary Shares (represented by 5,006,000 ADSs)
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
5,006,000 Class A Ordinary Shares (represented by 5,006,000 ADSs)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,006,000 Class A Ordinary Shares (represented by 5,006,000 ADSs)
|
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 48138L107
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SCHEDULE 13G
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Page 4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Richard Gerson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
5,006,000 Class A Ordinary Shares (represented by 5,006,000 ADSs)
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
5,006,000 Class A Ordinary Shares (represented by 5,006,000 ADSs)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,006,000 Class A Ordinary Shares (represented by 5,006,000 ADSs)
|
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 48138L107
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SCHEDULE 13G
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Page 5
of 9 Pages
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| Item 1. | | (a) Name of Issuer |
Jumei International Holding Limited (the "Issuer")
| | (b) Address of Issuer’s Principal
Executive Offices |
20th Floor, Tower B, Zhonghui Plaza
11 Dongzhimen South Road, Dongcheng District
Beijing 100007
The People's Republic of China
| Item 2. | | (a) Name of Person Filing. |
This statement is filed by:
(1) Falcon Edge Global Master Fund, LP ("FEG Master Fund"), with respect to the Class A Ordinary Shares represented by ADSs
held by it;
(2) Falcon Edge Capital, LP ("FEC"), as investment manager of FEG Master Fund, with respect to the Class A Ordinary Shares
represented by ADSs directly held by FEG Master Fund; and
(3) Richard Gerson, as the sole director of the Falcon Edge (Cayman) GP, Ltd, indirectly controlling FEC, with respect to
the Class A Ordinary Shares represented by ADSs directly held by FEG Master Fund.
| | (b) Address
of Principal Business Office. |
The principal business office of Falcon Edge Capital, LP and Richard Gerson is 660 Madison Avenue, 19th Floor, New York, NY
10065, United States of America.
The principal business office of Falcon Edge Global Master Fund, LP is Ugland House, P.O.
Box 309, Grand Cayman KY1-1104, Cayman Islands.
| | (c) Place of Organization. |
Falcon Edge Capital, LP is a Delaware limited partnership. Falcon Edge Global Master Fund, LP is a Cayman Islands exempted
limited partnership. Richard Gerson is a United States citizen
| | | (d) Title of Class of Securities. |
Class A ordinary shares, par value US$0.00025 per share
There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 48138L107 has been assigned to the ADSs of
the Issuer, which are quoted on the New York Stock Exchange under the symbol "JMEI." Each ADS represents one Class A Ordinary
Share.
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CUSIP No. 48138L107
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SCHEDULE 13G
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Page 6
of 9 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
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); |
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(j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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CUSIP
No. 48138L107
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SCHEDULE 13G
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Page
7 of 9 Pages
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Item
4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto
and is incorporated herein by reference for each such Reporting Person.
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 84,323,541 Class A Ordinary Shares
reported to be outstanding as of the completion of the offering disclosed in the Issuer's Rule 424(b)(4) Prospectus filed
on May 16, 2014 as disclosed therein.
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 or Control Person.
Not applicable.
Item
8. Identification and Classification of Members of the Group.
Not applicable.
Item
9. Notice of Dissolution of Group.
Not applicable.
Item
10. Certification.
By signing below each Reporting Person certifies that, to the best of his or its 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.