Statement of Ownership (sc 13g)
July 12 2021 - 4:32PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Dingdong
(Cayman) Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.000002 per share
(Title of Class of Securities)
25445D101
(CUSIP Number)
July 1, 2021
(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 persons 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.
|
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).
|
|
|
|
|
CUSIP No. 25445D101
|
|
Schedule 13G
|
|
Page 1 of 8
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
SB Investment Advisers (UK) Limited
|
2
|
|
Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐
|
3
|
|
SEC Use Only
|
4
|
|
Citizenship or Place of
Organization
England and
Wales
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5
|
|
Sole Voting Power
0
|
|
6
|
|
Shared Voting Power
20,906,600
|
|
7
|
|
Sole Dispositive Power
0
|
|
8
|
|
Shared Dispositive Power
20,906,600
|
|
|
|
|
|
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600
|
10
|
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
11
|
|
Percent of
Class Represented by Amount in Row 9
7.0%
|
12
|
|
Type of Reporting
Person
CO
|
|
|
|
|
|
CUSIP No. 25445D101
|
|
Schedule 13G
|
|
Page 2 of 8
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
SoftBank Vision Fund II-2, L.P.
|
2
|
|
Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐
|
3
|
|
SEC Use Only
|
4
|
|
Citizenship or Place of
Organization
Jersey
|
|
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5
|
|
Sole Voting Power
0
|
|
6
|
|
Shared Voting Power
20,906,600
|
|
7
|
|
Sole Dispositive Power
0
|
|
8
|
|
Shared Dispositive Power
20,906,600
|
|
|
|
|
|
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600
|
10
|
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
11
|
|
Percent of
Class Represented by Amount in Row 9
7.0%
|
12
|
|
Type of Reporting
Person
PN
|
|
|
|
|
|
CUSIP No. 25445D101
|
|
Schedule 13G
|
|
Page 3 of 8
|
|
|
|
|
|
|
|
1
|
|
Names of Reporting Persons
SVF II Cortex Subco (DE) 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
20,906,600
|
|
7
|
|
Sole Dispositive Power
0
|
|
8
|
|
Shared Dispositive Power
20,906,600
|
|
|
|
|
|
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,600
|
10
|
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
11
|
|
Percent of Class
Represented by Amount in Row 9
7.0%
|
12
|
|
Type of Reporting
Person
OO (Limited Liability Company)
|
|
|
|
|
|
CUSIP No. 25445D101
|
|
Schedule 13G
|
|
Page 4 of 8
|
ITEM 1.
|
(a) Name of Issuer:
|
Dingdong (Cayman) Limited (the Issuer)
|
(b)
|
Address of Issuers Principal Executive Offices:
|
Building 6, 500 Shengxia Road,
Shanghai, 200125
Peoples
Republic of China
ITEM 2.
|
(a) Name of Person Filing:
|
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the
Reporting Persons. This statement is filed on behalf of:
SB Investment Advisers (UK) Limited (SBIA
UK)
SoftBank Vision Fund II-2, L.P. (SVF II-2)
SVF II Cortex Subco (DE) LLC (Cortex Subco)
|
(b)
|
Address or Principal Business Office:
|
The address for SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for SVF II-2 is c/o Crestbridge, 1st Floor, Charter Place, 23-27 Seaton Pl, JE2 3QL, Jersey. The address for Cortex Subco is 251 Little Falls Drive, Wilmington, Delaware, 19808.
|
(c)
|
Citizenship of each Reporting Person is:
|
SBIA UK is organized under the laws of England and Wales. SVF II-2 is organized under
the laws of Jersey. Cortex Subco is organized under the laws of the state of Delaware.
|
(d)
|
Title of Class of Securities:
|
Class A ordinary shares, par value $0.000002 per share (Class A ordinary shares).
There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 25445D101 has been assigned to the
American Depositary Shares of the Issuer (ADSs). Each two ADSs represents three Class A ordinary shares.
Not applicable.
|
|
|
|
|
CUSIP No. 25445D101
|
|
Schedule 13G
|
|
Page 5 of 8
|
(a-c)
The ownership information presented below represents beneficial ownership of Class A ordinary shares of the Issuer as of
July 1, 2021, based upon 299,533,200 Class A ordinary shares outstanding as of July 1, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Amount
beneficially
owned
|
|
|
Percent
of class:
|
|
|
Sole
power
to vote
or to
direct
the vote:
|
|
|
Shared
power to
vote or to
direct the
vote:
|
|
|
Sole
power to
dispose or
to direct
the
disposition
of:
|
|
|
Shared
power to
dispose or
to direct
the
disposition
of:
|
|
SB Investment Advisers (UK) Limited
|
|
|
20,906,600
|
|
|
|
7.0
|
%
|
|
|
0
|
|
|
|
20,906,600
|
|
|
|
0
|
|
|
|
20,906,600
|
|
SoftBank Vision Fund II-2, L.P.
|
|
|
20,906,600
|
|
|
|
7.0
|
%
|
|
|
0
|
|
|
|
20,906,600
|
|
|
|
0
|
|
|
|
20,906,600
|
|
SVF II Cortex Subco (DE) LLC
|
|
|
20,906,600
|
|
|
|
7.0
|
%
|
|
|
0
|
|
|
|
20,906,600
|
|
|
|
0
|
|
|
|
20,906,600
|
|
Cortex Subco is the record holder of 20,906,600 Class A ordinary shares, which consists of
19,331,600 Class A ordinary shares and 1,575,000 Class A ordinary shares represented by 1,050,000 ADSs.
Cortex
Subco is indirectly controlled by SVF II-2. SBIA UK has been appointed as alternative investment fund manager (AIFM) and is exclusively responsible for managing SVF
II-2 in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SVF
II-2, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SVF II-2s investments.
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.
|
|
|
|
|
CUSIP No. 25445D101
|
|
Schedule 13G
|
|
Page 6 of 8
|
ITEM 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
ITEM 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below I certify that, to the best of my 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, other than
activities solely in connection with a nomination under § 240.14a-11.
|
|
|
|
|
CUSIP No. 25445D101
|
|
Schedule 13G
|
|
Page 7 of 8
|
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: July 12, 2021
|
|
|
SB Investment Advisers (UK) Limited
|
|
|
By:
|
|
/s/ Brian Wheeler
|
Name:
|
|
Brian Wheeler
|
Title:
|
|
General Counsel
|
|
SoftBank Vision Fund II-2, L.P.
|
By:
|
|
SB Investment Advisers (UK) Limited, its Manager
|
|
|
By:
|
|
/s/ Brian Wheeler
|
Name:
|
|
Brian Wheeler
|
Title:
|
|
General Counsel
|
|
SVF II Cortex Subco (DE) LLC
|
|
|
By:
|
|
/s/ Ian McLean
|
Name:
|
|
Ian McLean
|
Title:
|
|
Director
|
|
|
|
|
|
CUSIP No. 25445D101
|
|
Schedule 13G
|
|
Page 8 of 8
|
LIST OF EXHIBITS
|
|
|
Exhibit No.
|
|
Description
|
|
|
99
|
|
Joint Filing Agreement.
|
Dingdong Cayman (NYSE:DDL)
Historical Stock Chart
From Aug 2024 to Sep 2024
Dingdong Cayman (NYSE:DDL)
Historical Stock Chart
From Sep 2023 to Sep 2024