Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 5:20PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1) *
Opendoor Technologies
Inc.
(Name of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of
Securities)
68372A 10 4
(CUSIP Number)
December 31,
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)
x 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 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. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
GGV Capital V L.P.
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
Delaware, United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
17,442,762 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
17,442,762 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
17,442,762 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
2.8% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
PN
|
|
(1)
|
This statement on Schedule 13G is filed
by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P., GGV Capital Select L.P., GGV
Capital V L.L.C., GGV Capital Select L.L.C., Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung (collectively, the “Reporting Persons”).
The Reporting Persons expressly disclaim status as a “group” for purposes of
this Schedule 13G.
|
|
(2)
|
The shares are held directly by GGV Capital
V L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. As such,
GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned
by GGV Capital V L.P. and may be deemed to have indirect beneficial ownership of the shares
held by GGV Capital V L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly.
Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital V L.P. and may be deemed to have indirect beneficial ownership
of the shares held by GGV Capital V L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey
Gordon Richards and Hans Tung own no securities of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
GGV Capital V Entrepreneurs Fund L.P.
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
Delaware, United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
640,145 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
640,145 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
640,145 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
0.1% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
PN
|
|
(1)
|
This statement on Schedule 13G is filed
by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
|
(2)
|
The shares are held directly by GGV Capital
V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital
V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting
and disposition of the shares owned by GGV Capital V Entrepreneurs Fund L.P. and may be deemed
to have indirect beneficial ownership of the shares held by GGV Capital V Entrepreneurs Fund
L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon,
Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital
V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and
Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital
V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the
shares held by GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong
Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
GGV Capital V L.L.C.
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
Delaware, United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
18,082,907 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
18,082,907 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
18,082,907 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
3.0% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
OO
|
|
(1)
|
This statement on Schedule 13G is filed
by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
|
(2)
|
Consists of (i) 17,442,762 shares
of Common Stock held directly by GGV Capital V L.P.; and (ii) 640,145 shares of Common
Stock held directly by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves
as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As
such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares
owned by GGV Capital V L.P. and GGV Capital V Entrepreneur Fund L.P. and may be deemed to
have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital
V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly.
Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may
be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P.
and GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey
Gordon Richards and Hans Tung own no securities of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
GGV Capital Select L.P.
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
Delaware, United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
7,330,756 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
7,330,756 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
7,330,756 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
1.2% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
PN
|
|
(1)
|
This statement on Schedule 13G is filed
by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
|
(2)
|
The shares are
held directly by GGV Capital Select L.P. GGV Capital
Select L.L.C. serves as the General Partner of GGV
Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the
voting and disposition of the shares owned by GGV Capital
Select L.P. and may be deemed to have indirect beneficial ownership of the shares
held by GGV Capital Select L.P. GGV Capital
Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny
Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital
Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV
Capital Select L.P. and may be deemed to have indirect beneficial ownership of the
shares held by GGV Capital Select L.P. Jixun
Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities
of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
GGV Capital Select L.L.C.
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
Delaware, United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
7,330,756 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
7,330,756 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
7,330,756 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
1.2% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
OO
|
|
(1)
|
This statement on Schedule 13G is filed
by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
|
(2)
|
The shares are
held directly by GGV Capital Select L.P. GGV Capital
Select L.L.C. serves as the General Partner of GGV
Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the
voting and disposition of the shares owned by GGV Capital
Select L.P. and may be deemed to have indirect beneficial ownership of the shares
held by GGV Capital Select L.P. GGV Capital
Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny
Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital
Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV
Capital Select L.P. and may be deemed to have indirect beneficial ownership of the
shares held by GGV Capital Select L.P. Jixun
Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities
of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
Jixun Foo
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
Singapore
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
25,413,663 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
25,413,663 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
25,413,663 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
4.1% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
IN
|
|
(1)
|
This statement on Schedule 13G is filed
by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
|
(2)
|
Consists of (i) 17,442,762 shares
of Common Stock held directly by GGV Capital V L.P.; (ii) 640,145 shares of Common Stock
held directly by GGV Capital V Entrepreneurs Fund L.P.; and (iii) 7,330,756 shares of
Common Stock held directly by GGV Capital Select L.P. GGV Capital V L.L.C. serves as the
General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such,
GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned
by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have
indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V
Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun
Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may
be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P.
and GGV Capital V Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General
Partner of GGV Capital Select L.P. As such,
GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares
owned by GGV Capital Select L.P. and may be
deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly.
Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei
Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital Select L.P.
and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung own no securities of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
Glenn Solomon
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
25,413,663 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
25,413,663 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
25,413,663 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
4.1% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
IN
|
|
(1)
|
This statement on Schedule 13G is filed
by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
|
(2)
|
Consists of (i) 17,442,762 shares
of Common Stock held directly by GGV Capital V L.P.; (ii) 640,145 shares of Common Stock
held directly by GGV Capital V Entrepreneurs Fund L.P.; and (iii) 7,330,756 shares of
Common Stock held directly by GGV Capital Select L.P. GGV Capital V L.L.C. serves as the
General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such,
GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned
by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have
indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V
Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun
Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may
be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P.
and GGV Capital V Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General
Partner of GGV Capital Select L.P. As such,
GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares
owned by GGV Capital Select L.P. and may be
deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly.
Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei
Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital Select L.P.
and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung own no securities of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
Jenny Hong Wei Lee
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
Singapore
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
25,413,663 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
25,413,663 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
25,413,663 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
4.1% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
IN
|
|
(1)
|
This statement on Schedule 13G is filed
by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
|
(2)
|
Consists of (i) 17,442,762 shares
of Common Stock held directly by GGV Capital V L.P.; (ii) 640,145 shares of Common Stock
held directly by GGV Capital V Entrepreneurs Fund L.P.; and (iii) 7,330,756 shares of
Common Stock held directly by GGV Capital Select L.P. GGV Capital V L.L.C. serves as the
General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such,
GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned
by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have
indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V
Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun
Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may
be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P.
and GGV Capital V Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General
Partner of GGV Capital Select L.P. As such,
GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares
owned by GGV Capital Select L.P. and may be
deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly.
Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei
Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital Select L.P.
and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung own no securities of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
Jeffrey Gordon Richards
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
25,413,663 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
25,413,663 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
25,413,663 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
4.1% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
IN
|
|
(1)
|
This statement on Schedule 13G is filed
by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
|
(2)
|
Consists of (i) 17,442,762 shares
of Common Stock held directly by GGV Capital V L.P.; (ii) 640,145 shares of Common Stock
held directly by GGV Capital V Entrepreneurs Fund L.P.; and (iii) 7,330,756 shares of
Common Stock held directly by GGV Capital Select L.P. GGV Capital V L.L.C. serves as the
General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such,
GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned
by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have
indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V
Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun
Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may
be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P.
and GGV Capital V Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General
Partner of GGV Capital Select L.P. As such,
GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares
owned by GGV Capital Select L.P. and may be
deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly.
Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei
Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital Select L.P.
and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung own no securities of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
1.
|
Names
of Reporting Persons
Hans Tung
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a) ¨
|
|
|
(b) x
(1)
|
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
25,413,663 shares of Common Stock
(2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
25,413,663 shares of Common Stock
(2)
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
25,413,663 shares of Common Stock
(2)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
11.
|
Percent of Class Represented
by Amount in Row 9
4.1% of shares of Common Stock
(3)
|
12.
|
Type of Reporting Person (see instructions)
IN
|
|
(1)
|
This statement on Schedule 13G is filed
by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G.
|
|
(2)
|
Consists of (i) 17,442,762 shares
of Common Stock held directly by GGV Capital V L.P.; (ii) 640,145 shares of Common Stock
held directly by GGV Capital V Entrepreneurs Fund L.P.; and (iii) 7,330,756 shares of
Common Stock held directly by GGV Capital Select L.P. GGV Capital V L.L.C. serves as the
General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such,
GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned
by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have
indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V
Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun
Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may
be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P.
and GGV Capital V Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General
Partner of GGV Capital Select L.P. As such,
GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares
owned by GGV Capital Select L.P. and may be
deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly.
Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei
Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital Select L.P.
and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung own no securities of the Issuer directly.
|
|
(3)
|
The percentage of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 2021 is based
on a total of 612,612,711 shares of the Issuer’s common stock outstanding as of November 3,
2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 10,
2021.
|
CUSIP No. 68372A 10 4
|
13G
|
|
Introductory Note:
This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of the Common Stock, par value $0.001 per share
Opendoor Technologies Inc. (the “Issuer”).
|
Item 1(a).
|
Name of Issuer: Opendoor
Technologies Inc.
|
|
Item 1(b).
|
Address of Issuer’s
Principal Executive Officers:
|
410 N. Scottsdale
Road, Suite 1600, Tempe, Arizona 85281
|
Item 2(a).
|
Name of Person(s) Filing:
|
GGV Capital V L.P.
|
GGV Capital V Entrepreneurs Fund L.P.
|
GGV Capital V L.L.C.
|
GGV Capital Select L.P.
|
GGV Capital Select L.L.C.
|
Jixun Foo
|
Glenn Solomon
|
Jenny Hong Wei Lee
|
Jeffrey Gordon Richards
|
Hans Tung
|
|
Item 2(b).
|
Address of Principal Business
Office:
|
GGV Capital
3000 Sand Hill Road, Suite 4-230
Menlo Park, California 94025
United States of America
|
Item 2(c).
|
Citizenship or Place of
Organization:
|
Name
|
Citizenship
or Place of Organization
|
1. GGV
Capital V L.P.
|
Delaware, United States of America
|
2. GGV
Capital V Entrepreneurs Fund L.P.
|
Delaware, United States of America
|
3. GGV
Capital V L.L.C.
|
Delaware, United States of America
|
4. GGV
Capital Select L.P.
|
Delaware, United States of America
|
5. GGV
Capital Select L.L.C.
|
Delaware, United States of America
|
6. Jixun
Foo
|
Singapore
|
7. Glenn
Solomon
|
United States of America
|
8. Jenny
Hong Wei Lee
|
Singapore
|
9. Jeffrey
Gordon Richards
|
United States of America
|
10. Hans Tung
|
United States of America
|
|
Item 2(d).
|
Title of Class of
Securities: Common
Stock, par value $0.001 per share
|
|
Item 2(e).
|
CUSIP Number: 68372A
10 4
|
|
Item 3.
|
If This Statement is Filed
Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing
is a:
|
Not applicable.
CUSIP No. 68372A 10 4
|
13G
|
|
|
Item 4(a).
|
Amount Beneficially Owned:
|
|
Item 4(b).
|
Percent of Class:
|
|
Item 4(c).
|
Number of shares as to
which such persons have:
|
The following information
with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of December 31,
2021:
Reporting Persons
|
|
Shares
Held
Directly (1)
|
|
|
Shared
Voting
Power
|
|
|
Shared
Dispositive
Power
|
|
|
Beneficial
Ownership
|
|
|
Percentage
of shares of Common Stock (3)
|
GGV Capital V L.P.
|
|
|
17,442,762
|
|
|
|
17,442,762
|
|
|
|
17,442,762
|
|
|
|
17,442,762
|
|
|
2.8% of shares of Common
Stock
|
GGV Capital V Entrepreneurs Fund L.P.
|
|
|
640,145
|
|
|
|
640,145
|
|
|
|
640,145
|
|
|
|
640,145
|
|
|
0.1% of shares of Common Stock
|
GGV Capital V L.L.C. (2)
|
|
|
0
|
|
|
|
18,082,907
|
|
|
|
18,082,907
|
|
|
|
18,082,907
|
|
|
3.0% of shares of Common Stock
|
GGV Capital Select L.P.
|
|
|
7,330,756
|
|
|
|
7,330,756
|
|
|
|
7,330,756
|
|
|
|
7,330,756
|
|
|
1.2% of shares of Common Stock
|
GGV Capital Select L.L.C. (2)
|
|
|
0
|
|
|
|
7,330,756
|
|
|
|
7,330,756
|
|
|
|
7,330,756
|
|
|
1.2% of shares of Common Stock
|
Jixun Foo (2)
|
|
|
0
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
4.1% of shares of Common Stock
|
Glenn Solomon (2)
|
|
|
0
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
4.1% of shares of Common Stock
|
Jenny Hong Wei Lee (2)
|
|
|
0
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
4.1% of shares of Common Stock
|
Jeffrey Gordon Richards (2)
|
|
|
0
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
4.1% of shares of Common Stock
|
Hans Tung (2)
|
|
|
0
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
|
25,413,663
|
|
|
4.1% of shares of Common Stock
|
|
(1)
|
Represents
the number of shares of Common Stock currently held by the Reporting Persons.
|
|
(2)
|
GGV Capital
V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs
Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition
of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may
be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P.
and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the
Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and
Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon,
Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting
and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs
Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves
as the General Partner of GGV Capital Select L.P.
As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of
the shares owned by GGV Capital Select L.P.
and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly.
Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing
Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei
Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition
of the shares owned by GGV Capital Select L.P.
and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung own no securities of the Issuer directly.
|
|
(3)
|
The percentage
of shares of Common Stock beneficially owned by each of the Reporting Persons as of December 31,
2021 is based on a total of 612,612,711 shares of the Issuer’s common stock outstanding
as of November 3, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission
on November 10, 2021.
|
|
Item 5.
|
Ownership
of Five Percent or Less of a Class:
|
If this
statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: x
|
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. 68372A 10 4
|
13G
|
|
|
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. 68372A 10 4
|
13G
|
|
SIGNATURES
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 14, 2022
GGV
Capital V L.P.
GGV
CAPITAL V ENTREPRENEURS FUND L.P.
BY: GGV Capital
V L.L.C.
ITS: General
Partner
By:
|
/s/
Terence Jen
|
|
|
Terence Jen
|
|
|
Attorney-in-fact
|
|
GGV
Capital V L.L.C.
By:
|
/s/
Terence Jen
|
|
|
Terence Jen
|
|
|
Attorney-in-fact
|
|
GGV
CAPITAL SELECT L.P.
BY: GGV Capital
SELECT L.L.C.
ITS: General
Partner
By:
|
/s/
Terence Jen
|
|
|
Terence Jen
|
|
|
Attorney-in-Fact
|
|
GGV
Capital SELECT L.L.C.
By:
|
/s/
Terence Jen
|
|
|
Terence Jen
|
|
|
Attorney-in-Fact
|
|
/s/
Jixun Foo
|
|
Jixun Foo
|
|
|
|
/s/ Glenn Solomon
|
|
Glenn Solomon
|
|
|
|
/s/ Jenny Hong
Wei Lee
|
|
Jenny Hong Wei Lee
|
|
|
|
/s/ Jeffrey Gordon
Richards
|
|
Jeffrey Gordon Richards
|
|
|
|
/s/ Hans Tung
|
|
Hans Tung
|
|
CUSIP No. 68372A 10 4
|
13G
|
|
Exhibit(s):
Exhibit 99.1: Joint
Filing Statement
CUSIP No. 68372A 10 4
|
13G
|
|
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required
by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Opendoor Technologies Inc.
Dated: February 14, 2022
GGV
Capital V L.P.
GGV
CAPITAL V ENTREPRENEURS FUND L.P.
BY: GGV Capital
V L.L.C.
ITS: General
Partner
By:
|
/s/
Terence Jen
|
|
|
Terence Jen
|
|
|
Attorney-in-fact
|
|
GGV
Capital V L.L.C.
By:
|
/s/
Terence Jen
|
|
|
Terence Jen
|
|
|
Attorney-in-fact
|
|
GGV
CAPITAL SELECT L.P.
BY: GGV Capital
SELECT L.L.C.
ITS: General
Partner
By:
|
/s/
Terence Jen
|
|
|
Terence Jen
|
|
|
Attorney-in-Fact
|
|
GGV
Capital SELECT L.L.C.
By:
|
/s/
Terence Jen
|
|
|
Terence Jen
|
|
|
Attorney-in-Fact
|
|
/s/
Jixun Foo
|
|
Jixun Foo
|
|
|
|
/s/ Glenn Solomon
|
|
Glenn Solomon
|
|
|
|
/s/ Jenny Hong
Wei Lee
|
|
Jenny Hong Wei Lee
|
|
|
|
/s/ Jeffrey Gordon
Richards
|
|
Jeffrey Gordon Richards
|
|
|
|
/s/ Hans Tung
|
|
Hans Tung
|
|
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