Statement of Ownership (sc 13g)
June 06 2022 - 06:35AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Dingdong (Cayman) Limited
(Name of Issuer)
Class A Ordinary Shares, par value of US$0.000002
(Title of Class of Securities)
25445D101**
(CUSIP Number)
May 27, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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¨ |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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¨ |
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.
**CUSIP number 25445D101 has been assigned to the American
Depositary Shares (“ADSs”) of Dingdong (Cayman) Limited (the
“Issuer”), which are quoted on the New York Stock Exchange under
the symbol “DDL.” Two ADSs represent three Class A ordinary
shares.
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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1 |
Name
of Reporting Persons
CITIC Securities International Company Limited |
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2 |
Check
the Appropriate Box if a Member of a Group (See
Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC
Use Only |
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4 |
Citizenship
or Place of Organization
Hong Kong |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 |
Sole
Voting Power
0 |
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6 |
Shared
Voting Power
12,166,195 |
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7 |
Sole
Dispositive Power
0 |
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8 |
Shared Dispositive Power
15,016,195
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9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
15,016,195 |
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10 |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
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11 |
Percent
of Class Represented by Amount in Row (9)
5.0%(1) |
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12 |
Type
of Reporting Person (See Instructions)
OO |
(1)
The percentage is calculated based on 299,797,728 Class A
ordinary shares of the Issuer outstanding as disclosed in its Form
20-F dated May 2, 2022 filed with the Securities and Exchange
Commission.
Item
1. |
|
(a) |
Name
of Issuer:
Dingdong (Cayman) Limited (“Issuer”) |
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(b) |
Address of Issuer’s Principal Executive Offices:
Building 6, 500 Shengxia Road,
Shanghai, 200125
People’s Republic of China
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Item
2. |
|
(a) |
Name
of Person Filing:
CITIC Securities International Company Limited |
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(b) |
Address
of Principal Business Office or, if none, Residence:
1 Tim Mei Avenue, 26 Floor, CITIC Tower, Central, Hong
Kong |
|
(c) |
Citizenship:
Hong Kong |
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(d) |
Title
of Class of Securities:
Class A ordinary shares, par value US$0.000002. |
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(e) |
CUSIP
Number:
25445D101 |
Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b), or
§§240.13d-2(b) or (c), check whether the person filing is
a: |
(a) |
¨
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o); |
(b) |
¨
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
(c) |
¨
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c); |
(d) |
¨
Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8); |
(e) |
¨
An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
(f) |
¨
An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F); |
(g) |
¨
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) |
¨
A
savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) ¨ A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) |
¨ A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J); |
(k) ¨ Group,
in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
Item
4. |
Ownership.* |
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(a) |
Amount beneficially owned:
See Item 9 of the cover pages to this Schedule 13G.
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(b) |
Percent of class:
See Item 11 of the cover pages to this Schedule 13G.
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
See Item 5 of the cover pages to this Schedule 13G.
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(ii) |
Shared power to vote or to direct the vote
See Item 6 of the cover pages to this Schedule 13G.
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(iii) |
Sole power to dispose or to direct the disposition of
See Item 7 of the cover pages to this Schedule 13G.
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(iv) |
Shared power to dispose or to direct the disposition of
See Items 8 of the cover pages to this Schedule 13G.
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Item
5. |
Ownership
of Five Percent or Less of a Class. |
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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. ¨ |
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Item
6. |
Ownership
of More than Five Percent on Behalf of Another
Person. |
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Not
applicable. |
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Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control
Person. |
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Not
applicable. |
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Item
8. |
Identification
and Classification of Members of the Group. |
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Not
applicable. |
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Item
9. |
Notice
of Dissolution of Group. |
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Not
applicable. |
Item
10. |
Certifications. |
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By
signing below each of the undersigned certifies that, to the best
of its 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. |
* In Accordance with the Securities and Exchange Commission Release
No. 34-39538 (January 12, 1998) (the “Release”), this
filing reflects the securities beneficially owned, or that may be
deemed to be beneficially owned, by certain operating units
(collectively, the “CITICSI Reporting Units”) of CITIC Securities
International Company Limited and its subsidiaries and affiliates
(collectively, “CITICSI Group”). This filing does not reflect
securities, if any, beneficially owned by any operating units of
CITICSI Group whose ownership of securities is disaggregated from
that of the CITICSI Reporting Units in accordance with the
Release.
SIGNATURE
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:
June 6, 2022 |
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CITIC Securities International Company
Limited |
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By: |
/s/ Xu
Jianqiang |
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Name: |
Xu Jianqiang |
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Title: |
Director |
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