UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Amendment No.     ) *

 

 

Qunar Cayman Islands Limited

(Name of Issuer)

Class B Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

74906P104

(CUSIP Number)

December 31, 2013

(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)

x 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.

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. 74906P104   SCHEDULE 13G   Page 2 of 13

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Mayfield XII Management, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group

(see instructions)

(a)   ¨         (b)   x

 

  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

 

14,269,954 shares (1)

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

14,269,954 shares (1)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,269,954 shares (1)

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

26.6 % (2)

12.  

Type of Reporting Person

 

OO (Limited Liability Company)

 

(1) Class B ordinary shares issuable upon the conversion of 14,269,954 Class A ordinary shares held by the Reporting Persons as of December 31, 2013.
(2) Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuer’s report on Form 6-K filed November 21, 2013, and assumes that an additional 14,269,954 Class B ordinary shares are outstanding upon conversion of 14,269,954 Class A ordinary shares.


CUSIP No. 74906P104   SCHEDULE 13G   Page 3 of 13

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Mayfield XII, a Delaware Limited Partnership

  2.  

Check the Appropriate Box if a Member of a Group

(see instructions)

(a)   ¨         (b)   x

 

  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

 

13,841,864 shares (1)

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

13,841,864 shares (1)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

13,841,864 shares (1)

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

26.0% (2)

12.  

Type of Reporting Person

 

PN

 

(1) Class B ordinary shares issuable upon the conversion of 13,841,864 Class A ordinary shares held by the Reporting Person as of December 31, 2013.
(2) Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuer’s report on Form 6-K filed November 21, 2013, and assumes that an additional 13,841,864 Class B ordinary shares are outstanding upon conversion of 13,841,864 Class A ordinary shares.


CUSIP No. 74906P104   SCHEDULE 13G   Page 4 of 13

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Mayfield Associates Fund XII, a Delaware Limited Partnership

  2.  

Check the Appropriate Box if a Member of a Group

(see instructions)

(a)   ¨         (b)   x

 

  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

 

214,045 shares (1)

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

214,045 shares (1)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

214,045 shares (1)

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.5% (2)

12.  

Type of Reporting Person

 

PN

 

(1) Class B ordinary shares issuable upon the conversion of 214,045 Class A ordinary shares held by the Reporting Person as of December 31, 2013.
(2) Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuer’s report on Form 6-K filed November 21, 2013, and assumes that an additional 214,045 Class B ordinary shares are outstanding upon conversion of 214,045 Class A ordinary shares.


CUSIP No. 74906P104   SCHEDULE 13G   Page 5 of 13

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Mayfield Principals Fund XII, a Delaware Multiple Series LLC

  2.  

Check the Appropriate Box if a Member of a Group

(see instructions)

(a)   ¨         (b)   x

 

  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

 

214,045 shares (1)

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

214,045 shares (1)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

214,045 shares (1)

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.5% (2)

12.  

Type of Reporting Person

 

OO (Multiple Series Limited Liability Company)

 

(1) Class B ordinary shares issuable upon the conversion of 214,045 Class A ordinary shares held by the Reporting Person as of December 31, 2013.
(2) Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuer’s report on Form 6-K filed November 21, 2013, and assumes that an additional 214,045 Class B ordinary shares are outstanding upon conversion of 214,045 Class A ordinary shares.


CUSIP No. 74906P104   SCHEDULE 13G   Page 6 of 13

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

James T. Beck

  2.  

Check the Appropriate Box if a Member of a Group

(see instructions)

(a)   ¨         (b)   x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

-0-

   6.   

Shared Voting Power

 

14,269,954 shares (1)

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

14,269,954 shares (1)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,269,954 shares (1)

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

26.6% (2)

12.  

Type of Reporting Person

 

IN

 

(1) Class B ordinary shares issuable upon the conversion of 14,269,954 Class A ordinary shares held by the Reporting Persons as of December 31, 2013.
(2) Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuer’s report on Form 6-K filed November 21, 2013, and assumes that an additional 14,269,954 Class B ordinary shares are outstanding upon conversion of 14,269,954 Class A ordinary shares.


CUSIP No. 74906P104   SCHEDULE 13G   Page 7 of 13

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Navin Chaddha

  2.  

Check the Appropriate Box if a Member of a Group

(see instructions)

(a)   ¨         (b)   x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

-0-

   6.   

Shared Voting Power

 

14,269,954 shares (1)

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

14,269,954 shares (1)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,269,954 shares (1)

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

26.6% (2)

12.  

Type of Reporting Person

 

IN

 

(1) Class B ordinary shares issuable upon the conversion of 14,269,954 Class A ordinary shares held by the Reporting Persons as of December 31, 2013.
(2) Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuer’s report on Form 6-K filed November 21, 2013, and assumes that an additional 14,269,954 Class B ordinary shares are outstanding upon conversion of 14,269,954 Class A ordinary shares.


CUSIP No. 74906P104   SCHEDULE 13G   Page 8 of 13

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Robert T. Vasan

  2.  

Check the Appropriate Box if a Member of a Group

(see instructions)

(a)   ¨         (b)   x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

-0-

   6.   

Shared Voting Power

 

14,269,954 shares (1)

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

14,269,954 shares (1)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,269,954 shares (1)

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

26.6 % (2)

12.  

Type of Reporting Person

 

IN

 

(1) Class B ordinary shares issuable upon the conversion of 14,269,954 Class A ordinary shares held by the Reporting Persons as of December 31, 2013.
(2) Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuer’s report on Form 6-K filed November 21, 2013, and assumes that an additional 14,269,954 Class B ordinary shares are outstanding upon conversion of 14,269,954 Class A ordinary shares.


Item 1.

 

  (a) Name of Issuer:

Qunar Cayman Islands Limited

 

  (b) Address of Issuer’s Principal Executive Offices:

17th Floor, Viva Plaza, Building 18, Yard 29,

Suzhou Street, Haidian District

Beijing 100080

The People’s Republic of China

 

Item 2.

 

  (a) Name of Persons Filing:

Mayfield XII Management, L.L.C. (“MF XII Management”)

Mayfield XII, a Delaware Limited Partnership (“MF XII”)

Mayfield Associates Fund XII, a Delaware Limited Partnership (“MF AF XII”)

Mayfield Principals Fund XII, a Delaware Multiple Series LLC (“MF PF XII”)

James T. Beck

Navin Chaddha

Robert T. Vasan

 

  (b) Address of Principal Business Office:

c/o Mayfield Fund

2484 Sand Hill Road

Menlo Park, CA 94025

 

  (c) Citizenship:

MF XII Management is a Delaware limited liability company

MF XII is a Delaware limited partnership

MF AF XII is a Delaware limited partnership

MF PF XII is a Delaware multiple series limited liability company

The individuals listed in Item 2(a) are U.S. citizens.

 

  (d) Title of Class of Securities:

Class B ordinary shares, par value $0.001 (the “Class B shares”)

 

  (e) CUSIP Number:

74906P104


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

 

Item 4. Ownership.

 

  (a) Amount beneficially owned

The information regarding ownership as set forth in Items 5-9 of the cover pages hereto is hereby incorporated by reference

MF XII beneficially owns 13,841,864 Class B shares that are issuable upon the conversion of 13,841,864 Class A ordinary shares, which MF XII holds directly.

MF AF XII beneficially owns 214,045 Class B shares that are issuable upon the conversion of 214,045 Class A ordinary shares, which MF AF XII holds directly.

MF PF XII beneficially owns 214,045 Class B shares that are issuable upon the conversion of 214,045 Class A ordinary shares, which MF PF XII holds directly.

MF XII Management is the sole general partner of each of MF XII and MF AF XII and the sole Managing Director of MF PF XII, and in such capacity may be deemed to beneficially own the Class B ordinary shares beneficially held by each of MF XII, MF AF XII and MF PF XII. MF XII Management is managed by three managing directors, James T. Beck, Navin Chaddha and Robert T. Vasan, and all action by the managing directors relating to the voting or disposition of shares of Class B ordinary shares beneficially held by each of MF AF XII, MF PF XII and MF XII requires approval of a majority of the managing directors.

The managing directors of MF XII Management may be deemed to share beneficial ownership of the Class B ordinary shares that are beneficially owned by MF XII Management, but each disclaims such beneficial ownership.

 

  (b) Percent of Class

See Item 11 of each cover page.

On a fully-diluted basis, MF XII Management beneficially owns 4.2% of the Class B shares, based on 39,332,950 Class B shares outstanding as of November 19, 2013, as reported on the Issuer’s report on Form 6-K filed November 21, 2013, and assuming that all of the 302,850,254 outstanding Class A ordinary shares are converted into an additional 302,850,254 Class B shares.


  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote:

See Item 6 of each cover page.

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or direct the disposition of:

See Item 8 of each cover page.

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨ .

 

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 or Control Person.

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.


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.

Date: January 30, 2014

 

MAYFIELD XII MANAGEMENT, L.L.C.
By:  

  /s/ James T. Beck

    James T. Beck, Authorized Signatory

 

MAYFIELD XII, A DELAWARE LIMITED PARTNERSHIP
By:   Mayfield XII Management, L.L.C.
  Its General Partner
By:  

  /s/ James T. Beck

    James T. Beck, Authorized Signatory

 

MAYFIELD ASSOCIATES FUND XII, A DELAWARE LIMITED PARTNERSHIP
By:   Mayfield XII Management, L.L.C.
  Its General Partner
By:  

  /s/ James T. Beck

    James T. Beck, Authorized Signatory

 

MAYFIELD PRINCIPALS FUND XII, A DELAWARE MULTIPLE SERIES LLC
By:   Mayfield XII Management, L.L.C.
  Its Managing Director
By:  

  /s/ James T. Beck

    James T. Beck, Authorized Signatory

 

JAMES T. BECK
By:  

  /s/ James T. Beck

  James T. Beck

 

NAVIN CHADDHA
By:  

  /s/ James T. Beck

  James T. Beck, Attorney-In-Fact

 

ROBERT T. VASAN
By:  

  /s/ James T. Beck

  James T. Beck, Attorney-In-Fact


EXHIBIT INDEX

 

Ex. 24.1 -    Power of Attorney dated January 31, 2011
Ex. 24.2 -    Power of Attorney dated January 31, 2011
Ex. 99.1 -    Joint Filing Agreement dated January 30, 2014
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