Explanatory Note
This Amendment No. 5 to Schedule 13D is filed by the undersigned to amend the statement on Schedule 13D, filed on November 4, 2015 (the
Original Schedule 13D), as amended by Amendment No. 1 to the Original Schedule 13D, filed on December 14, 2015, Amendment No. 2 to the Original Schedule 13D, filed on January 20, 2016, Amendment No. 3 to the
Original Schedule 13D, filed on September 14, 2016, and Amendment No. 4 to the Original Schedule 13D, filed on October 2, 2019 (collectively, the Original Filing).
Except as provided herein, this statement does not modify any of the information previously reported on the Original Filing.
Item 1. |
Security and Issuer. |
Item 1 is amended in its entirety as follows:
This statement on
Schedule 13D relates to ordinary shares, par value $0.00125 per share (the Ordinary Shares), and American Depositary Shares (the ADSs), each representing one Ordinary Share, in each case, of Trip.com Group Limited, a Cayman
Islands exempted company (the Issuer). The address of the principal executive offices of the Issuer is 968 Jin Zhong Road, Shanghai 200335, The Peoples Republic of China.
The Issuers ADSs are listed on the Nasdaq Global Select Market under the ticker symbol TCOM and the Issuers Ordinary Shares are listed
on The Stock Exchange of Hong Kong Limited under the stock code 9961.
Item 2. |
Identity and Background. |
Item 2 is amended by replacing the Schedule A and Schedule B to the Original Filing with
the Schedule A and Schedule B hereto.
During the last five years, none of the Reporting Persons and, to the best of
their knowledge, any of the persons listed on Schedule A and Schedule B hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended and supplemented by adding the following at the end:
From June 13, 2023 to September 13, 2023, Baidu, Inc. sold 3,631,601 ADSs representing 3,631,601 Ordinary Shares through open market transactions on
the U.S. market with price ranging from US$36.00 and US$36.40 per ADS pursuant to Rule 144 under the Securities Act of 1933, as amended. From June 12, 2023 to September 13, 2023, Baidu Holdings Limited sold 4,745,300 Ordinary Shares through
open market transactions on the Hong Kong market with price ranging from HK$281.16 and HK$291.76 per Ordinary Share pursuant to Rule 144 under the Securities Act of 1933, as amended.
Item 5. |
Interest in Securities of the Issuer. |
Items 5(a) is hereby amended and restated in its entirety as follows:
(a) |
As of September 13, 2023, (i) Baidu Holdings Limited beneficially owns 56,479,220 Ordinary Shares, or
8.74% of the issued and outstanding Ordinary Shares, and (ii) Baidu, Inc., being the sole shareholder of Baidu Holdings Limited, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own
60,782,439 Ordinary Shares (comprising of 4,303,219 Ordinary Shares represented by ADSs directly held by Baidu, Inc. and 56,479,220 Ordinary Shares directly held by Baidu Holdings Limited), or 9.41% of the issued and outstanding Ordinary Shares.
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