SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934 |
(Amendment No. 5)* |
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Qunar Cayman
Islands Limited |
(Name of Issuer) |
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Class B Ordinary
Shares, par value $0.001 per share |
(Title of Class of Securities) |
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74906P1049** |
(CUSIP Number) |
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Richard A.
Hornung
Hillhouse Capital Management, Ltd.
Suite 1608, One Exchange Square
8 Connaught Place
Hong Kong
+852 2179-1988 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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December
4, 2015 |
(Date of Event Which Requires Filing of This Statement) |
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 5 Pages)
______________________________
* 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.
** There is no CUSIP number assigned to the Class B Ordinary Shares.
CUSIP number 74906P1049 has been assigned to the American Depositary Shares of the Issuer, which are quoted on The NASDAQ Global
Select Market under the symbol "QUNR." Each ADS represents 3 Class B Ordinary Shares.
The information required on 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. 74906P1049 | SCHEDULE 13D/A | Page 2 of 5 Pages |
1 |
NAME OF REPORTING PERSON
Hillhouse Capital Management, Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF (See Item 3) |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
20,238,202 Class B Ordinary Shares(1) |
8 |
SHARED VOTING POWER
0 (See Item 5) |
9 |
SOLE DISPOSITIVE POWER
20,238,202 Class B Ordinary Shares(1) |
10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,238,202 Class B Ordinary Shares(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% (See Item 5) |
14 |
TYPE OF REPORTING PERSON
IA |
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(1) Consists of (i) 6,488,369 ADSs, representing 19,465,107 Class
B Ordinary Shares, held by Gaoling Fund, L.P., (ii) 257,698 ADSs, representing 773,094 Class B Ordinary Shares, held by YHG Investment,
L.P., and (iii) one Class A Ordinary Share held by HCM Qunar Holdings Limited (and assumes conversion of such Class A Ordinary
Share into one Class B Ordinary Share). See Item 5.
CUSIP No. 74906P1049 | SCHEDULE 13D/A | Page 3 of 5 Pages |
This Amendment No. 5 ("Amendment No. 5") amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on
November 1, 2013 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed with the SEC on
December 5, 2014 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on April 9,
2015 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D filed with the SEC on June 9,
2015 ("Amendment No. 3") and Amendment No. 4 to the Original Schedule 13D filed with the SEC on June 19,
2015 ("Amendment No. 4", and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment
No. 3 and this Amendment No. 5, the "Schedule 13D") with respect to the Class B Ordinary Shares, par value $0.001
per share ("Class B Shares"), of Qunar Cayman Islands Limited, an exempted Cayman Islands company. Capitalized
terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in Amendment No. 4. This
Amendment No. 5 amends Items 3, 4, 5(a), 5(c), 5(e), 6 and 7 of Amendment No. 4. This is the final amendment to the Schedule 13D
and constitutes an "exiting filing" for the Reporting Person.
Item 3. |
Source and Amounts of Funds or Other Consideration |
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Item 3 is hereby amended and restated in its entirety as follows: |
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The Hillhouse Entities used internally generated funds to purchase securities of the Issuer and to date have used approximately $114 million, in each case excluding brokerage commissions, to acquire the American Depositary Shares of the Issuer (“ADSs”) representing Class B Shares and the Class A Share reported in this Schedule 13D. |
Item 4. |
Purpose of Transaction |
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Item 4 is hereby amended and supplemented by the addition of the following: |
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On December 4, 2015, Gaoling
and YHG delivered an irrevocable conversion waiver letter to the Issuer (the "Waiver Letter") whereby each of
Gaoling and YHG permanently and irrevocably waived each of their rights (and the rights of any successor) to
convert the Convertible Notes held by Gaoling or YHG. As a result, the Reporting Person is not deemed to
beneficially own any Class B Shares by virtue of their ownership of the Convertible Notes. |
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The foregoing summary of the Waiver Letter is qualified in its entirety by the full text of the Waiver Letter which is filed herewith as Exhibit A. |
Item 5. |
Interest in Securities of the Issuer |
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Paragraphs (a), (c) and (e)
of Item 5 are hereby amended and restated as follows: |
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CUSIP No. 74906P1049 | SCHEDULE 13D/A | Page 4 of 5 Pages |
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(a) The Issuer informed the Reporting Person on December 4, 2015 that the total number of outstanding Class B Shares as of December 4, 2015 is at least 404,941,440. The percentage of Class B Shares reported herein is based upon such number of Class B Shares outstanding, and assumes the conversion of the Class A Share owned by the Reporting Person. |
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As the sole management company of Gaoling and the sole general partner of YHG, Hillhouse Capital is hereby deemed to be the sole beneficial owner of, and to solely control the voting power of the 19,465,107 Class B Shares represented by ADSs held by Gaoling and the 773,094 Class B Shares represented by ADSs held by YHG. |
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(c) There have been no transactions in the Class B Shares or ADSs effected by the Reporting Person within the
past 60 days. |
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(e) December 4, 2015. |
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Item 6 is hereby amended and supplemented by the addition of the following: |
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The description in Item 4 of the Waiver Letter is hereby incorporated herein by reference. |
Item 7. |
Material to be Filed as Exhibits |
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Item 7 is hereby amended and supplemented by the addition of the following: |
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Exhibit A: Waiver Letter |
CUSIP No. 74906P1049 | SCHEDULE 13D/A | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.
Date: December 4, 2015
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HillHOUSE CAPITAL MANAGEMENT, LTD. |
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/s/ Richard A. Hornung |
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Name: |
Richard A. Hornung |
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Title: |
General Counsel and Chief Compliance Officer |
EXHIBIT A
WAIVER LETTER
December 4, 2015
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: B. Scarbrough (Qunar Cayman Islands Limited 2015 Indenture)
Qunar Cayman Islands Limited
17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street
Haidian District
Beijing 100080
China
Attention: Yilu Zhao
Ladies and Gentlemen:
Reference is hereby made to that certain Indenture (as amended
to date, and as it may hereafter be amended, supplemented or modified from time to time, the “Indenture”), dated
as of June 17, 2015, by and between Qunar Cayman Islands Limited. (the “Company”), as the issuer of the 2% Convertible
Senior Notes due 2021 under the Indenture (the “Convertible Notes”), and U.S. Bank National Association, as
trustee under the Indenture. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the
Indenture.
Reference is hereby further made to Section 9.02 of the Indenture
which provides that compliance with any provision of the Indenture or the Convertible Notes may be waived with the consent of the
Holder of each outstanding Security affected. The undersigned (the “Waiving Parties”), being the holders of
all of the outstanding Convertible Notes, desire to waive certain requirements set forth in the Indenture.
Each Waiving Party, in full understanding of the material
facts, hereby irrevocably waives and relinquishes its right (the “Conversion Right”) under Article 10 of the
Indenture (and any of the other documents or instruments referred to therein) to convert the Convertible Notes held by it from
the date hereof through to and including the Maturity Date (the “Waiver Period”), and hereby irrevocably
agrees that it will not exercise its Conversion Right with respect to such Convertible Notes during the Waiver Period.
This waiver letter is intended to bind any successor, permitted assign, administrator and representative. The Company and its
shareholders are beneficiaries of this waiver letter with full rights of enforcement of its terms.
This waiver letter shall be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.
The waiver set forth herein is limited precisely as written
and shall not be deemed to be a waiver or modification of any other term or condition of the Indenture, the Convertible Notes,
or any of the other documents or instruments referred to therein, or to prejudice any right or rights which any of the undersigned
entities (or any successor, permitted assign, administrator or representative thereof) may now have or may have in the future under
or in connection with the Indenture, the Convertible Notes or any of the other documents or instruments referred to therein.
Except as expressly modified hereby, the Indenture and the
Convertible Notes are and shall remain in full force and effect.
GAOLING FUND, L.P. |
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By: |
/s/ Tracy Ma |
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Name: Tracy Ma |
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Title: Authorized Signatory |
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Aggregate principal amount of Convertible Notes: |
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$163,400,000 |
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YHG INVESTMENT, L.P. |
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By: |
/s/ Tracy Ma |
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Name: Tracy Ma |
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Title: Authorized Signatory |
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Aggregate principal amount of Convertible Notes: |
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$6,600,000 |
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