Amended Statement of Beneficial Ownership (sc 13d/a)
February 27 2018 - 4:36PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 5)*
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eHi Car
Services Limited
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(Name of Issuer)
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Class A Common
Shares, par value $0.001 per share
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(Title of Class of Securities)
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26853A100
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(CUSIP Number)
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Tiger Global Management, LLC
9 West 57
th
Street, 35
th
Floor
New York, New York 10019
(212) 984-8800
with a copy to:
Eleazer Klein, Esq.
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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February
23, 2018
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(Date of Event Which Requires Filing of This Statement)
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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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page
1
of 10 Pages)
______________________________
* 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).
CUSIP No. 26853A100
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SCHEDULE 13D/A
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Page
2
of 10 Pages
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1
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NAME OF REPORTING PERSON
Tiger Global Mauritius Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
10,528,160*
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
10,528,160*
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,528,160*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
1
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14
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TYPE OF REPORTING PERSON
OO
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*Consisting of Class A common shares, par value $0.001 per share
("
Class A Shares
") held in the form of 5,264,080 American Depositary Shares ("
ADSs
").
1
The percentages used
herein and in the rest of this Schedule 13D/A are calculated based upon 74,279,018 Class A Shares outstanding as of October 31,
2017, as stated in the Issuer’s proxy statement, filed under cover of Form 6-K on November 30, 2017.
CUSIP No. 26853A100
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SCHEDULE 13D/A
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Page
3
of 10 Pages
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1
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NAME OF REPORTING PERSON
Tiger Global Investments, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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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:
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7
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SOLE VOTING POWER
10,528,160*
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
10,528,160*
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,528,160*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14
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TYPE OF REPORTING PERSON
PN
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* Consisting of Class A Shares held in the form of 5,264,080 ADSs.
CUSIP No. 26853A100
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SCHEDULE 13D/A
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Page
4
of 10 Pages
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1
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NAME OF REPORTING PERSON
Tiger Global Performance, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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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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7
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SOLE VOTING POWER
10,528,160*
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
10,528,160*
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10
|
SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,528,160*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14
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TYPE OF REPORTING PERSON
OO
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|
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* Consisting of Class A Shares held in the form of 5,264,080
ADSs.
CUSIP No. 26853A100
|
SCHEDULE 13D/A
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Page
5
of 10 Pages
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1
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NAME OF REPORTING PERSON
Tiger Global Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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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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7
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SOLE VOTING POWER
10,528,160*
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
10,528,160*
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,528,160*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14
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TYPE OF REPORTING PERSON
OO
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* Consisting of Class A Shares held in the form of 5,264,080
ADSs.
CUSIP No. 26853A100
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SCHEDULE 13D/A
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Page
6
of 10 Pages
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1
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NAME OF REPORTING PERSON
Scott Shleifer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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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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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
10,528,160*
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
10,528,160*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,528,160*
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14
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TYPE OF REPORTING PERSON
IN
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* Consisting of Class A Shares held in the form of 5,264,080 ADSs.
CUSIP No. 26853A100
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SCHEDULE 13D/A
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Page
7
of 10 Pages
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1
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NAME OF REPORTING PERSON
Charles P. Coleman III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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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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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
10,528,160*
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
10,528,160*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,528,160*
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14
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TYPE OF REPORTING PERSON
IN
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* Consisting of Class A Shares held in the form of 5,264,080 ADSs.
CUSIP No. 26853A100
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SCHEDULE 13D/A
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Page
8
of 10 Pages
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This Amendment No. 5 ("
Amendment No. 5
") amends
the statement on Schedule 13D filed on June 1, 2015 (the "
Original Schedule 13D
"), Amendment No. 1 to the Original
Schedule 13D filed on July 1, 2015 ("
Amendment No. 1
"), Amendment No. 2 to the Original Schedule 13D filed on
December 28, 2015 ("
Amendment No. 2
"), Amendment No. 3 to the Original Schedule 13D filed on January 12, 2018
("
Amendment No. 3
") and Amendment No. 4 to the Original Schedule 13D filed on January 29, 2018 ("
Amendment
No. 4
," and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment
No. 5, the "
Schedule 13D
")
related to the
Class A Common Shares, par
value $0.001 per share
(the "
Class A Shares
"), of
eHi Car Services
Limited
(the "
Issuer
")
. Capitalized terms used herein and not otherwise
defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. This Amendment No. 5 amends Items 4, 6 and
7 as set forth below.
Item 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
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On February
23, 2018, Global Mauritius, a Reporting Person, entered into a Securities Purchase Agreement (the "
Purchase Agreement
")
with BPEA Teamsport Limited (the "
Purchaser
") for the sale of 5,264,080 ADSs, representing 10,528,160 Class A
Shares, to the Purchaser. The closing of the transaction contemplated by the Purchase Agreement is scheduled to occur on
or prior to May 30, 2018. The initial purchase price is US$12.00 per ADS, subject to adjustment as provided in the Purchase Agreement.
The Purchaser is participating in that certain consortium including Mr. Ray RuiPing Zhang, the Chairman and Chief Executive Officer
of the Issuer, and other potential investors, in connection with the proposed acquisition of the Issuer in a "going-private"
transaction for US$13.35 in cash per ADS, as disclosed in Exhibit 99.1 to the Issuer's Form 6-K furnished with the United States
Securities and Exchange Commission on January 2, 2018.
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The foregoing description of the Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Purchase Agreement, which is attached hereto as
Exhibit 99.6
, and is incorporated herein by reference.
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CUSIP No. 26853A100
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SCHEDULE 13D/A
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Page
9
of 10 Pages
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
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As described in Item 4, on February 23, 2018 Global Mauritius entered into the Purchase Agreement with the Purchaser.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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Exhibit 99.6:
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Securities Purchase Agreement dated February 23, 2018 by and between Tiger Global Mauritius Fund and BPEA Teamsport Limited.
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CUSIP No. 26853A100
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SCHEDULE 13D/A
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Page
10
of 10 Pages
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SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: February 27, 2018
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TIGER GLOBAL MAURITIUS FUND
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/s/ Moussa Taujoo
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Name: Moussa Taujoo
Title: Director
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TIGER GLOBAL INVESTMENTS, L.P.,
By TIGER GLOBAL PERFORMANCE, LLC,
its General Partner
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/s/ Anil L. Crasto
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Name: Anil L. Crasto
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Title: Chief Operating Officer
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TIGER GLOBAL PERFORMANCE, LLC
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/s/ Anil L. Crasto
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Name: Anil L. Crasto
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Title: Chief Operating Officer
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TIGER GLOBAL MANAGEMENT, LLC
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/s/ Anil L. Crasto
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Name: Anil L. Crasto
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Title: Chief Operating Officer
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SCOTT SHLEIFER
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/s/ Scott Shleifer
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CHARLES P. COLEMAN III
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/s/ Charles P. Coleman III
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