Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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).
13G
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1)
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NAME OF
REPORTING PERSON
Norwest Venture Partners X, LP
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5)
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SOLE VOTING POWER
3,444,384*
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6)
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SHARED VOTING POWER
0
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7)
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SOLE DISPOSITIVE POWER
3,444,384*
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8)
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SHARED DISPOSITIVE POWER
0
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,444,384*
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10)
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
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11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
10.85%
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12)
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
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*These shares include 102,258 ordinary shares held in an indemnity escrow account.
2
13G
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1)
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NAME OF
REPORTING PERSON
Genesis VC Partners X, LLC
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5)
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SOLE VOTING POWER
3,444,384*
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6)
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SHARED VOTING POWER
0
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7)
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SOLE DISPOSITIVE POWER
3,444,384*
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8)
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SHARED DISPOSITIVE POWER
0
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,444,384*
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10)
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
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11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
10.85%
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12)
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
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3
13G
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1)
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NAME OF
REPORTING PERSON
NVP Associates, LLC
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5)
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SOLE VOTING POWER
3,444,384*
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6)
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SHARED VOTING POWER
0
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7)
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SOLE DISPOSITIVE POWER
3,444,384*
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8)
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SHARED DISPOSITIVE POWER
0
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,444,384*
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10)
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
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11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
10.85%
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12)
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
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4
13G
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1)
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NAME OF
REPORTING PERSON
Promod Haque
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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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
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5)
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SOLE VOTING POWER
3,444,384*
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6)
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SHARED VOTING POWER
0
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7)
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SOLE DISPOSITIVE POWER
3,444,384*
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8)
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SHARED DISPOSITIVE POWER
0
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,444,384*
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10)
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
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11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
10.85%
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12)
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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5
13G
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1)
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NAME OF
REPORTING PERSON
Jeffrey Crowe
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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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
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5)
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SOLE VOTING POWER
3,444,384*
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6)
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SHARED VOTING POWER
0
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7)
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SOLE DISPOSITIVE POWER
3,444,384*
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8)
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SHARED DISPOSITIVE POWER
0
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,444,384*
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10)
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
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11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
10.85%
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12)
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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6
13G
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1)
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NAME OF
REPORTING PERSON
Matthew D. Howard
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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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
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5)
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SOLE VOTING POWER
3,444,384*
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6)
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SHARED VOTING POWER
0
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7)
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SOLE DISPOSITIVE POWER
3,444,384*
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8)
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SHARED DISPOSITIVE POWER
0
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,444,384*
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10)
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
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11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
10.85%
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12)
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
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Item 1(a)
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Name of Issuer:
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BORQS Technologies, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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Tower A, Building B23, Universal
Business Park, No. 10 Jiuxiangqiao Road, Chaoyang District, Beijing, 100015 China
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Item 2(a)
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Name of Person Filing:
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1. Norwest Venture Partners X, LP
2. Genesis VC Partners X, LLC
3.
NVP Associates, LLC
4. Promod Haque
5. Jeffrey Crowe
6. Matthew D.
Howard
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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1. Norwest Venture Partners X, LP
525 University Ave, Suite 800
Palo Alto, CA 94301
2. Genesis
VC Partners X, LLC
525 University Ave, Suite 800
Palo Alto, CA 94301
3. NVP
Associates, LLC
525 University Ave, Suite 800
Palo Alto, CA 94301
4. Promod
Haque
525 University Ave, Suite 800
Palo Alto, CA 94301
5. Jeffrey
Crowe
525 University Ave, Suite 800
Palo Alto, CA 94301
6. Matthew
D. Howard
525 University Ave, Suite 800
Palo Alto, CA 94301
This statement is filed by
Norwest Venture Partners X, LP on behalf of all of the persons listed above pursuant to Rule
13d-1(d)
and Rule
13d-1(k).
Norwest Venture Partners X, LP is a Delaware
limited partnership, whose general partner is Genesis VC Partners X, LLC. NVP Associates, LLC is the managing member of Genesis VC Partners X, LLC. Promod Haque, Jeffrey Crowe and Matthew D. Howard are
co-Chief
Executive Officers of NVP Associates, LLC.
1. Norwest Venture Partners X, LP: Delaware
8
2. Genesis VC Partners X, LLC: Delaware
3. NVP Associates, LLC: Delaware
4. Promod Haque: United States of America
5. Jeffrey Crowe: United States of America
6. Matthew D. Howard: United States of America
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Item 2(d)
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Title of Class of Securities:
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Ordinary Shares
G1466B103
(1) Norwest Venture Partners X, LP (“NVP X”): At August 18, 2017, NVP X owned of
record 3,444,384 shares of Issuer’s ordinary shares (“Ordinary Shares”). This amount represents 10.85% of the total shares of Ordinary Shares outstanding at this date.
(2) Genesis VC Partners X, LLC (“Genesis X”): At August 18, 2017, Genesis X may be deemed to have beneficially owned, by virtue of its status
as general partner of NVP X, 3,444,384 shares of Ordinary Shares. This amount represents 10.85% of the total shares of Ordinary Shares outstanding at this date.
(3) NVP Associates, LLC (“NVP Associates”): At August 18, 2017, NVP Associates may be deemed to have beneficially owned, by virtue of its
status as managing member of Genesis X, the general partner of NVP X, the record owner of such shares, 3,444,384 shares of Ordinary Shares. This amount represents 10.85% of the total shares of Ordinary Shares outstanding at this date.
(4) Promod Haque: At August 18, 2017, Promod Haque may be deemed to have beneficially owned 3,444,384 shares of Ordinary Shares by virtue of his status
as
co-Chief
Executive Officer of NVP Associates, the managing member of Genesis X, the general partner of NVP X, the record owner of such shares. This amount represents 10.85% of the total shares of Ordinary
Shares outstanding at this date.
(5) Jeffrey Crowe: At August 18, 2017, Jeffrey Crowe may be deemed to have beneficially owned 3,444,384 shares of
Ordinary Shares by virtue of his status as
co-Chief
Executive Officer of NVP Associates, the managing member of Genesis X, the general partner of NVP X, the record owner of such shares. This amount represents
10.85% of the total shares of Ordinary Shares outstanding at this date.
(6) Matthew D. Howard: At August 18, 2017, Matthew D. Howard may be deemed
to have beneficially owned 3,444,384 shares of Ordinary Shares by virtue of his status as
co-Chief
Executive Officer of NVP Associates, the managing member of Genesis X, the general partner of NVP X, the
record owner of such shares. This amount represents 10.85% of the total shares of Ordinary Shares outstanding at this date.
9
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the
fact that as of the date hereof the reporting persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following [ ].
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not Applicable
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Item 8
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Identification and Classification of Members of the Group:
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Not Applicable
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Item 9
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Notice of Dissolution of Group:
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Not Applicable
Not applicable
10
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.
Date: October 23, 2017
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NORWEST VENTURE PARTNERS X, LP
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By Genesis VC Partners X, LLC, as general partner
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By NVP Associates, LLC, as managing member
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By:
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/s/ Matthew De Dominicis
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Matthew De Dominicis, Chief Financial Officer
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11
AGREEMENT
The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners X, LP on its own behalf and
on behalf of (a) Genesis VC Partners X, LLC, a Delaware limited liability company, (b) NVP Associates, LLC, a Delaware limited liability company, (c) Promod Haque, (d) Jeffrey Crowe and (e) Matthew D. Howard.
Dated: October 23, 2017
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Norwest Venture Partners X, LP
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By Genesis VC Partners X, LLC, as general partner
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By NVP Associates, LLC, as managing member
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By:
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/s/ Matthew De Dominicis
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Matthew De Dominicis, Chief Financial Officer
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Genesis VC Partners X, LLC
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By NVP Associates, LLC, as managing member
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By:
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/s/ Matthew De Dominicis
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Matthew De Dominicis, Chief Financial Officer
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NVP Associates, LLC
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By:
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/s/ Matthew De Dominicis
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Matthew De Dominicis, Chief Financial Officer
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/s/ Matthew De Dominicis
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Matthew De Dominicis, as
Attorney-in-fact
for Promod Haque
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/s/ Matthew De Dominicis
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Matthew De Dominicis, as
Attorney-in-fact
for Jeffrey Crowe
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/s/ Matthew De Dominicis
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Matthew De Dominicis, as
Attorney-in-fact
for Matthew D. Howard
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12