Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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).
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CUSIP No. 74906P104
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SCHEDULE 13G
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Page 2 of 13
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1.
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Name of
Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield XII Management, L.L.C.
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2.
|
|
Check the Appropriate Box if a Member
of a Group
(see instructions)
(a)
¨
(b)
x
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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
Delaware
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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
-0-
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|
6.
|
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Shared Voting Power
14,269,954 shares (1)
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
14,269,954 shares (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,269,954 shares (1)
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
¨
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11.
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Percent of Class Represented by Amount
in Row (9)
26.6
%
(2)
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12.
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Type of Reporting Person
OO
(Limited Liability Company)
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(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.
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(2)
|
Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuers 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.
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CUSIP No. 74906P104
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SCHEDULE 13G
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Page 3 of 13
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1.
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Name of
Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield XII, a Delaware Limited Partnership
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2.
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Check the Appropriate Box if a Member
of a Group
(see instructions)
(a)
¨
(b)
x
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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
Delaware
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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
-0-
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6.
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Shared Voting Power
13,841,864 shares (1)
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
13,841,864 shares (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
13,841,864 shares (1)
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
¨
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11.
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Percent of Class Represented by Amount
in Row (9)
26.0% (2)
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12.
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Type of Reporting Person
PN
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(1)
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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.
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(2)
|
Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuers 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.
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CUSIP No. 74906P104
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SCHEDULE 13G
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Page 4 of 13
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1.
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Name of
Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield Associates Fund XII, a Delaware Limited Partnership
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2.
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Check the Appropriate Box if a Member
of a Group
(see instructions)
(a)
¨
(b)
x
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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
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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5.
|
|
Sole Voting Power
-0-
|
|
6.
|
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Shared Voting Power
214,045 shares (1)
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7.
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Sole Dispositive Power
-0-
|
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8.
|
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Shared Dispositive Power
214,045 shares (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
214,045 shares (1)
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10.
|
|
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
¨
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11.
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Percent of Class Represented by Amount
in Row (9)
0.5% (2)
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12.
|
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Type of Reporting Person
PN
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(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.
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(2)
|
Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuers 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.
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CUSIP No. 74906P104
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SCHEDULE 13G
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Page 5 of 13
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1.
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Name of
Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield Principals Fund XII, a Delaware Multiple Series LLC
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2.
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|
Check the Appropriate Box if a Member
of a Group
(see instructions)
(a)
¨
(b)
x
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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
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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5.
|
|
Sole Voting Power
-0-
|
|
6.
|
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Shared Voting Power
214,045 shares (1)
|
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7.
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Sole Dispositive Power
-0-
|
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8.
|
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Shared Dispositive Power
214,045 shares (1)
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9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
214,045 shares (1)
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10.
|
|
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
¨
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11.
|
|
Percent of Class Represented by Amount
in Row (9)
0.5% (2)
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12.
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Type of Reporting Person
OO (Multiple Series Limited Liability Company)
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(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.
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(2)
|
Based on 39,332,950 Class B ordinary shares outstanding as of November 19, 2013, as reported on the Issuers 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.
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CUSIP No. 74906P104
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SCHEDULE 13G
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Page 6 of 13
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1.
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Name of
Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
James T. Beck
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2.
|
|
Check the Appropriate Box if a Member
of a Group
(see instructions)
(a)
¨
(b)
x
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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
U.S.
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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5.
|
|
Sole Voting Power
-0-
|
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6.
|
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Shared Voting Power
14,269,954 shares (1)
|
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7.
|
|
Sole Dispositive Power
-0-
|
|
8.
|
|
Shared Dispositive Power
14,269,954 shares (1)
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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.
|
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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 Issuers 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.
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CUSIP No. 74906P104
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SCHEDULE 13G
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Page 7 of 13
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1.
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Name of
Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Navin Chaddha
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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 Issuers 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.
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CUSIP No. 74906P104
|
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SCHEDULE 13G
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Page 8 of 13
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1.
|
|
Name of
Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Robert T. Vasan
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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 Issuers 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.
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Qunar Cayman Islands Limited
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(b)
|
Address of Issuers Principal Executive Offices:
|
17th Floor, Viva
Plaza, Building 18, Yard 29,
Suzhou Street, Haidian District
Beijing 100080
The Peoples Republic of China
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(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
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(b)
|
Address of Principal Business Office:
|
c/o Mayfield Fund
2484 Sand Hill Road
Menlo Park, CA 94025
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.
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(d)
|
Title of Class of Securities:
|
Class B ordinary shares, par value $0.001
(the Class B shares)
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
|
(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.
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 Issuers 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.
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(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.
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
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|
MAYFIELD XII MANAGEMENT, L.L.C.
|
|
|
By:
|
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/s/ James T. Beck
|
|
|
James T. Beck, Authorized Signatory
|
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|
MAYFIELD XII, A DELAWARE LIMITED PARTNERSHIP
|
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|
By:
|
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Mayfield XII Management, L.L.C.
|
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Its General Partner
|
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|
By:
|
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/s/ James T. Beck
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|
James T. Beck, Authorized Signatory
|
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MAYFIELD ASSOCIATES FUND XII, A DELAWARE LIMITED PARTNERSHIP
|
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By:
|
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Mayfield XII Management, L.L.C.
|
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|
Its General Partner
|
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|
By:
|
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/s/ James T. Beck
|
|
|
James T. Beck, Authorized Signatory
|
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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:
|
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/s/ James T. Beck
|
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|
James T. Beck
|
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|
NAVIN CHADDHA
|
|
|
By:
|
|
/s/ James T. Beck
|
|
|
James T. Beck, Attorney-In-Fact
|
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|
|
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
|