SE Sea Limited

Class A ordinary shares, par value $0.0005 per share

*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.

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).

**This CUSIP number applies to the Company’s American Depositary Shares, each representing one Class A ordinary share of the Company.

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CUSIP No. 81141R100

SCHEDULE 13G

Page 7 of 22

 

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   General Atlantic 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   7,361,555
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   7,361,555

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,361,555
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.0%
12	TYPE OF REPORTING PERSON   OO

CUSIP No. 81141R100

SCHEDULE 13G

Page 12 of 22

 

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   GAPCO Management GmbH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   7,361,555
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   7,361,555

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,361,555
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.0%
12	TYPE OF REPORTING PERSON   CO

 

CUSIP No. 81141R100

SCHEDULE 13G

Page 13 of 22

 

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   GAPCO GmbH & Co. KG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   7,361,555
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   7,361,555

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,361,555
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.0%
12	TYPE OF REPORTING PERSON   PN

 

The principal address of each of the Reporting Persons (other than GASF, GmbH and KG) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 32nd Floor, New York, NY 10055. The principal address of GASF is Asia Square Tower 1, 8 Marina View, #41-04, Singapore 018960.  The principal address of GmbH and KG is c/o General Atlantic GmbH, Maximilianstrasse 35b, 80539 Munich, Germany.

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

 

Not applicable.

 

Item 4.

OWNERSHIP.

 

 

The majority shareholder of GASF is GASF Interholdco.  The members of GASF Interholdco that share beneficial ownership of the ADSs held of record by GASF are the GA Funds.  The general partner of GAP Bermuda III is GenPar Bermuda, and the general partner of GenPar Bermuda is GAP (Bermuda) Limited. GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. The general partner of KG is GmbH and the GA Managing Directors control the investment and voting decisions of GmbH.  The GA Managing Directors are also the directors and voting shareholders of GAP (Bermuda) Limited. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the Shares that each owns of record. GASF, GASF Interholdco, GAP Bermuda III, GenPar Bermuda, GAP (Bermuda) Limited, GA LLC, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GmbH and KG are a “group” within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended and may be deemed to beneficially own the number of Class A Ordinary Shares indicated below. There are 29 managing directors of GA LLC (the “ GA Managing Directors ”). Each of the GA Managing Directors disclaims ownership of the Class A Ordinary Shares except to the extent he or she has a pecuniary interest therein. The name, the business address and the citizenship of each of the GA Managing Directors as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference.

Amount Beneficially Owned :

By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 7,361,555 ADSs, representing 7,361,555 underlying Class A Ordinary Shares.

Percentage Owned :

All calculations of percentage ownership herein are based on an aggregate of 182,009,760 Class A Ordinary Shares reported to be outstanding in the Company’s Form 20-F filed with the Securities and Exchange Commission on April 11, 2018.

Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of :

(i)

Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the Class A Ordinary Shares as indicated on such Reporting Person’s cover page included herein.

(ii)

Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 7,361,555 underlying Class A Ordinary Shares that may be deemed to be owned beneficially by each of them.

 

 

 

 

 

 

 

 

 

	GAPCO MANAGEMENT GMBH
	By:	/s/ Thomas J. Murphy
		Name:	Thomas J. Murphy
		Title:	Managing Director