Amended Statement of Ownership (sc 13g/a)
February 10 2021 - 12:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
MOGU
Inc.
(Name of Issuer)
Class
A Ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)
608012100**
(CUSIP Number)
December
31, 2020
(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ 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 disclosures provided in a prior cover page.
**There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 608012100 has been assigned to the American Depositary
Shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “MOGU.”
Each ADS represents 25 Class A Ordinary Shares.
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. 608012100
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1.
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NAMES OF REPORTING PERSON
Qiming Corporate GP III, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(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
Cayman Islands
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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
159,665,557 (1)
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE
POWER
159,665,557 (1)
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
159,665,557 (1)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2% (2)
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) Qiming Corporate GP
III, Ltd. is the general partner of Qiming Managing Directors Fund III, L.P. and Qiming GP III, L.P. Qiming GP III, L.P. is
the general partner of Qiming Venture Partners III, L.P. Qiming Managing Directors Fund III, L.P. and Qiming Venture Partners
III, L.P. are the owners of 4,878,678 Class A Ordinary Shares (in the form of ADSs and 3 Class A Ordinary Shares) and
154,786,879 Class A Ordinary Shares (in the form of ADSs and 4 Class A Ordinary Shares), respectively.
(2) The percentage is
calculated based upon an aggregate of 2,231,188,475 Class A Ordinary Shares outstanding as of December 31, 2020, which is
based on the information provided by the Issuer.
CUSIP No. 608012100
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1.
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NAMES OF REPORTING PERSON
Qiming Managing Directors Fund III, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(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
Cayman Islands
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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
4,878,678
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
4,878,678
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,878,678
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% (3)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(3) The percentage is
calculated based upon an aggregate of 2,231,188,475 Class A Ordinary Shares outstanding as of December 31, 2020, which is
based on the information provided by the Issuer.
CUSIP No. 608012100
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1.
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NAMES OF REPORTING PERSON
Qiming GP III, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(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
Cayman Islands
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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
154,786,879 (4)
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
154,786,879 (4)
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
154,786,879 (4)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%(5)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(4) Qiming GP III, L.P.
is the general partner of Qiming Venture Partners III, L.P., which is the owner of 154,786,879 Class A Ordinary Shares (in the form of ADSs and 4 Class A Ordinary Shares).
(5) The percentage is calculated
based upon an aggregate of 2,231,188,475 Class A Ordinary Shares outstanding as of December 31, 2020, which is based on the information
provided by the Issuer.
CUSIP No. 608012100
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1.
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NAMES OF REPORTING PERSON
Qiming Venture Partners III, L.P.
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|
2.
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(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
Cayman Islands
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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
154,786,879
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
154,786,879
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
154,786,879
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%(6)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(6) The percentage is
calculated based upon an aggregate of 2,231,188,475 Class A Ordinary Shares outstanding as of December 31, 2020, which is
based on the information provided by the Issuer.
Item 1.
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(a)
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Name of Issuer
MOGU Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
The Issuer's principal executive office is located at Huanglong Wanke Center, 23/F, Building No. G, No. 77 Xueyuan Road, Xihu District, Hangzhou, 310012, People's Republic of China.
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Item 2.
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(a)
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Name of Person Filing
Qiming Corporate GP III, Ltd.
Qiming Managing Directors Fund III, L.P.
Qiming GP III, L.P.
Qiming Venture Partners III, L.P.
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(b)
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Address of the Principal Office or, if None, Residence
The registered address of each of the Reporting Persons is M&C Corporate Services Limited,
P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
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(c)
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Citizenship
Cayman Islands for all Reporting Persons.
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(d)
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Title of Class of Securities
Class A Ordinary Shares, par value of $0.00001 per share (the "Class A Ordinary Shares").
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(e)
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CUSIP Number
There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 608012100
has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the New York
Stock Exchange under the symbol "MOGU." Each ADS represents 25 Class A Ordinary Shares.
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Item 3. Statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c):
Not applicable.
Item 4. Ownership.
The information required by Items 4(a) - (c) is set forth in
Rows 5 - 11 of the cover page for each of the Reporting Person and is incorporated herein by reference.
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.
Item 10. Certification.
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 10, 2021
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Qiming Corporate
GP III, Ltd.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming
Managing Directors Fund III, L.P.
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By:
Qiming Corporate GP III, Ltd.,
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its General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming GP III, L.P.
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By:
Qiming Corporate GP III, Ltd.,
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its General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Venture
Partners III, L.P.
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By: Qiming
GP III, L.P.,
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its General Partner
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By: Qiming
Corporate GP III, Ltd.,
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General Partner
of Qiming GP III, L.P.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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JOINT FILING AGREEMENT
In accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that (i) this statement on
Schedule 13G has been adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule
13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them. This
agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G
as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the
principal office thereof.
Dated: February 13, 2019
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Qiming Corporate
GP III, Ltd.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming
Managing Directors Fund III, L.P.
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By:
Qiming Corporate GP III, Ltd.,
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its General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming GP III, L.P.
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By:
Qiming Corporate GP III, Ltd.,
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its General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Venture
Partners III, L.P.
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By: Qiming
GP III, L.P.,
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its General Partner
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By: Qiming
Corporate GP III, Ltd.,
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General Partner
of Qiming GP III, L.P.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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