FANH Fanhua Inc

 

 

 

CUSIP No.  G2352K 108

 

 

 

 

 

 

 

Item 1.           Security and the Issuer

This Amendment No. 4 ("Amendment No. 4") to Schedule 13D amends and supplements the Schedule 13D (the "Original Schedule 13D") filed with the U.S. Securities and Exchange Commission (the "SEC") on December 29, 2011, as previously amended and supplemented by Amendment No. 1 to Schedule 13D filed with the SEC on February 24, 2012 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D filed with the SEC on November 15, 2012 ("Amendment No. 2"), and Amendment No. 3 to Schedule 13D filed with the SEC on January 8, 2013 ("Amendment No. 3") with respect to the ordinary shares, par value $0.001 (the "Common Stock") ²² , of Fanhua Inc. ²³ , a Cayman Islands exempted company (the "Issuer").  The principal executive offices of the Issuer are located at 27/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, Guangdong 510623, People's Republic of China.

This Amendment No. 4 constitutes the final amendment to the Original Schedule 13D with respect to each of Cathay Capital, Cathay GP, New China, NCCM, TAM China, CIF, NCIM, Paloma Partners, Paloma Limited, PPMC, Paloma Partners Advisors, L.P., Mr. Sussman, Mr. Wolansky and Mr. Leung (each, a "Remaining Reporting Person"). This Amendment No. 4 also constitutes an exit filing for each Remaining Reporting Person which terminates each Remaining Reporting Person's obligation to further amend the Original Schedule 13D.  Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D.  Except as otherwise expressly provided herein, all Items of the Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2, and Amendment No. 3 remain unchanged.

Item 3.

Source and Amount of Funds or Other Consideration

Sub paragraphs (i), (iii), (vi), (vii) and (viii) of Item 3 are hereby amended and restated as follows:

(i) The 5,583,200 shares of Common Stock (279,160 ADSs) held by Cathay Capital were acquired using working capital, capital contributed to Cathay Capital by its limited partners and margin loans.

(iii) Mr. Wolansky may be deemed to beneficially own the following Common Stock:

 

§

14,716,740 shares of Common Stock (735,837 ADSs) directly held by Mr. Wolansky, acquired by Mr. Wolansky's direct purchase of the Common Stock in the open market, distributions in-kind of Common Stock by CIF to Mr. Wolansky (as described in Item 4 of the Terminating 13G Filing), and Mr. Wolansky's direct purchase of the Common Stock from New China Management Corp. ("NCMC") (as described in Item 4 of the Terminating 13G Filing), an entity which is the former investment manager for CIF and is 100% owned by Mr. Sussman.

§

5,583,200 shares of Common Stock (279,160 ADSs) directly held by Cathay Capital (Mr. Sussman and Mr. Wolansky are the owners and sole officers and directors of Cathay GP, the general partner of Cathay Capital, and the owners of New China, the investment manager for Cathay Capital, and therefore Mr. Wolansky may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by Cathay Capital).

 

§

104,400 shares of Common Stock (5,220 ADSs) directly held by CIF (Mr. Sussman and Mr. Wolansky each, directly and/or indirectly, own 50% of NCIM, the investment manager for CIF, and therefore Mr. Wolansky may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by CIF).

 

(vi) Not Applicable.

(vii) Not Applicable.

(viii) Mr. Sussman may be deemed to beneficially own the following Common Stock:

§

3,322,760 shares of Common Stock (166,138 ADSs) directly held by Mr. Sussman, acquired by Mr. Sussman's direct purchase of the Common Stock in the open market, distributions in-kind of Common Stock by CIF to Mr. Sussman (as described in Item 4 of the Terminating 13G Filing), transfers of Common Stock from the GRAT (as defined below) to Mr. Sussman and a distribution to Mr. Sussman by NCMC (as described in Item 4 of the Terminating 13G Filing), an entity which is the former investment manager for CIF and is 100% owned by Mr. Sussman.

§

18,460,160 shares of Common Stock (923,008 ADSs) held by a grantor retained annuity trust (the "GRAT"), of which Mr. Sussman is a co-trustee, acquired through transfers of Common Stock from Mr. Sussman to the GRAT (as co-trustee, pursuant to Section 13(d) of the Act and the rules thereunder, Mr. Sussman may be deemed to beneficially own all of the shares of Common Stock held by the GRAT);

§

4,292,420 shares of Common Stock (214,621 ADSs) held by Caremi Partners Ltd. ("Caremi"), of which Mr. Sussman is the sole shareholder (acquired by distributions in-kind of Common Stock by CIF to Caremi, as described in Item 4 of the Terminating 13G Filing).  Pursuant to Section 13(d) of the Act and the rules thereunder, because of his status as sole shareholder, Mr. Sussman may be deemed to beneficially own all of the Common Stock of the Issuer held by Caremi).

§

5,583,200 shares of Common Stock (279,160 ADSs) directly held by Cathay Capital (Mr. Sussman and Mr. Wolansky are the owners and sole officers and directors of Cathay GP, the general partner of Cathay Capital, and the owners of New China, the investment manager for Cathay Capital, and therefore Mr. Sussman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by Cathay Capital).

§

104,400 shares of Common Stock (5,220 ADSs) directly held by CIF (Mr. Sussman and Mr. Wolansky each, directly and/or indirectly, own 50% of NCIM, the investment manager for CIF, and therefore Mr. Sussman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by CIF).

 

 

Item 5.

Interest in Securities of the Issuer

Subparagraphs (a) and (b) of Item 5 are hereby amended and restated as follows:

The following information with respect to the ownership of the Common Stock is provided as of the date hereof:

 

(1) Cathay Capital is the record owner of 5,583,200 shares of Common Stock.

(2) Cathay GP, as general partner of Cathay Capital, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by Cathay Capital.

(3) New China, as the investment manager of Cathay Capital, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock held directly by Cathay Capital.

(4) NCCM, as general partner of New China, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock held directly by Cathay Capital.

(5) TAM China, as general partner of New China, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock held directly by Cathay Capital.

(6) CIF is the record owner of 104,400 shares of Common Stock.

(7) NCIM, as the investment manager of CIF, may be deemed to have shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock directly held by CIF.

(8) Not applicable.

(9) Not applicable.

(10) Not applicable.

(11) Not applicable.

(12) See Item 3(viii) above for a description of the shares of Common Stock that Mr. Sussman may be deemed to beneficially own.

(13) See Item 3(iii) above for a description of the shares of Common Stock that Mr. Wolansky may be deemed to beneficially own.

 

(14) The 8,846,520 shares of Common Stock beneficially owned by Mr. Leung consist of (i) 8,826,520 shares of Common Stock directly and indirectly held by Web-based Securities Limited, the sole shareholder of which is Mr. Leung, and (ii) 20,000 shares of Common Stock directly held by Mr. Leung.

As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.

Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the entities identified as holding the Common Stock reported on this Statement) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Act, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Subparagraph (c) of Item 5 is amended and supplemented to add the following information regarding the trading dates, number of shares of Common Stock purchased or sold, and the price per ADS (each of which represents 20 shares of Common Stock) for all transactions by the Reporting Persons in shares of Common Stock which necessitated the filing of this Amendment No. 4, all of which were brokered transactions:

 

Cathay Capital Holdings II, L.P.	11/29/2016	(1,053,880)	9.328214 41
Cathay Capital Holdings II, L.P.	11/30/2016	(664,220)	9.453540 42
Cathay Capital Holdings II, L.P.	12/01/2016	(1,269,960)	9.177003 43
Cathay Capital Holdings II, L.P.	12/02/2016	(566,680)	8.984008 44

 

 

 

Cathay Capital Holdings II, L.P.

02/10/2017

(232,000)

8.884784 65

Cathay Capital Holdings II, L.P.	02/13/2017	(234,000)	8.937009 66
Cathay Capital Holdings II, L.P.	02/14/2017	(94,000)	8.876170 67
Cathay Capital Holdings II, L.P.	02/15/2017	(244,000)	8.989816 68
Cathay Capital Holdings II, L.P.	02/16/2017	(133,740)	9.007643 69
Cathay Capital Holdings II, L.P.	02/17/2017	(75,200)	9.090000
Cathay Capital Holdings II, L.P.	02/21/2017	(80,000)	9.109650 70
Cathay Capital Holdings II, L.P.	02/22/2017	(272,000)	9.287363 71

Cathay Capital Holdings II, L.P.	02/23/2017	(180,000)	9.462777 72
Cathay Capital Holdings II, L.P.	02/24/2017	(140,000)	9.471928 73
Cathay Capital Holdings II, L.P.	02/27/2017	(100,000)	9.370365 74
Cathay Capital Holdings II, L.P.	02/28/2017	(100,000)	9.137200 75
Cathay Capital Holdings II, L.P.	03/01/2017	(100,000)	8.968204 76
Cathay Capital Holdings II, L.P.	03/08/2017	(729,160)	8.602810 77
Cathay Capital Holdings II, L.P.	03/09/2017	(791,780)	9.032153 78
Cathay Capital Holdings II, L.P.	03/10/2017	(617,100)	8.922144 79
Cathay Capital Holdings II, L.P.	03/13/2017	(249,980)	9.207739 80
Cathay Capital Holdings II, L.P.	03/14/2017	(206,020)	9.157371 81
Cathay Capital Holdings II, L.P.	03/15/2017	(90,220)	9.168978 82
Cathay Capital Holdings II, L.P.	03/16/2017	(328,760)	8.993168 83
Cathay Capital Holdings II, L.P.	03/17/2017	(458,180)	8.872115 84
Cathay Capital Holdings II, L.P.	03/20/2017	(427,300)	8.809546 85

Cathay Capital Holdings II, L.P.

03/21/2017

(272,520)

8.753680 86

Cathay Capital Holdings II, L.P.	03/22/2017	(340,000)	8.744738 87
Cathay Capital Holdings II, L.P.	03/23/2017	(185,240)	8.853498 88
Cathay Capital Holdings II, L.P.	03/24/2017	(320,600)	8.931278 89
Cathay Capital Holdings II, L.P.	03/27/2017	(91,220)	8.837914 90
Cathay Capital Holdings II, L.P.	03/28/2017	(626,000)	8.971647 91
Cathay Capital Holdings II, L.P.	03/29/2017	(138,500)	8.842462 92
Cathay Capital Holdings II, L.P.	03/30/2017	(122,260)	8.588768 93
Cathay Capital Holdings II, L.P.	03/31/2017	(193,960)	8.601095 94
Cathay Capital Holdings II, L.P.	04/05/2017	(100,000)	8.581880 95
Cathay Capital Holdings II, L.P.	04/06/2017	(331,140)	8.936948 96
Cathay Capital Holdings II, L.P.	04/07/2017	(151,280)	8.897937 97
Cathay Capital Holdings II, L.P.	04/10/2017	(144,000)	8.804166 98

Cathay Capital Holdings II, L.P.	04/12/2017	(502,000)	8.777769 99
Cathay Capital Holdings II, L.P.	04/13/2017	(70,000)	8.906000
Cathay Capital Holdings II, L.P.	04/17/2017	(84,000)	8.864523 100
Cathay Capital Holdings II, L.P.	04/18/2017	(74,140)	8.743412 101
Cathay Capital Holdings II, L.P.	04/19/2017	(74,380)	8.659394 102
Cathay Capital Holdings II, L.P.	04/20/2017	(74,320)	8.676913 103
Cathay Capital Holdings II, L.P.	04/21/2017	(75,520)	8.625609 104
Cathay Capital Holdings II, L.P.	04/24/2017	(76,000)	8.635000
Cathay Capital Holdings II, L.P.	06/01/2017	(175,340)	9.144469 105
Cathay Capital Holdings II, L.P.	06/05/2017	(134,000)	9.116716 106
Cathay Capital Holdings II, L.P.	06/08/2017	(110,000)	8.867090 107
Cathay Capital Holdings II, L.P.	06/09/2017	(152,000)	8.897500 108
Cathay Capital Holdings II, L.P.	06/12/2017	(183,840)	8.983937 109
Cathay Capital Holdings II, L.P.	06/19/2017	(177,480)	8.917272 110

 

 

Item 7.

Material to be Filed as Exhibits

Exhibit 1

Joint Filing Agreement, dated December 29, 2011, by and among the Reporting Persons.