Statement of Ownership (sc 13g)
January 30 2019 - 6:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
MOGU Inc.
(Name of Issuer)
Class A Ordinary Shares, par value of US$0.00001 per share
(Title of Class of Securities)
608012100**
(CUSIP
Number)
December 31, 2018
(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)
☒ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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**
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There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 608012100 has been assigned
to the American Depositary Shares (ADSs) of the Company, which are quoted on the New York Stock Exchange under the symbol MOGU. Each ADS represents 25 Class A Ordinary Shares.
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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
).
SCHEDULE 13G
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1
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Names
of Reporting Persons
Bertelsmann SE & Co. KGaA
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) ☐ (b) ☐
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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
Germany
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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
208,387,100 Class A Ordinary Shares. See Item 4.
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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
208,387,100 Class A Ordinary Shares. See Item
4.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
208,387,100 Class A Ordinary Shares. See Item 4.
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10
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Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class represented by
amount in row (9)
8.8%. See Item 4.
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12
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Type of Reporting Person (See
Instructions)
CO
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Page 2 of 8
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1
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Names
of Reporting Persons
Bertelsmann Asia Investments AG
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) ☐ (b) ☐
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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
Switzerland
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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
208,387,100 Class A Ordinary Shares. See Item 4.
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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
208,387,100 Class A Ordinary Shares. See Item
4.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
208,387,100 Class A Ordinary Shares. See Item 4.
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10
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Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class represented by
amount in row (9)
8.8%. See Item 4.
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12
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Type of Reporting Person (See
Instructions)
CO
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Page 3 of 8
(a)
Name of Issuer:
MOGU Inc.
(b)
Address of Issuers Principal Executive Offices:
Zheshang Wealth Center, 12/F, Building No. 1, No. 99
Gudun Road, Xihu District, Hangzhou, 310012, Peoples Republic of China
(a)
Name of Person Filing:
Bertelsmann SE & Co. KGaA, Bertelsmann Asia Investments AG
(b) Address of Principal Business Office or, if None, Residence:
Bertelsmann SE & Co. KGaA: Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany
Bertelsmann Asia Investments AG: Dammstrasse 19, CH -6300 ZUG Switzerland
(c) Citizenship:
Bertelsmann SE & Co. KGaA Germany
Bertelsmann Asia Investments AG Switzerland
(d) Title and Class
of Securities:
Class A Ordinary Shares, par value of $0.00001 per share
(e) CUSIP No.:
608012100
Item 3.
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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:
Not applicable.
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The table below sets forth the ownership of the Class A Ordinary Shares by each of the reporting persons:
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Reporting Person
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Amount
Beneficially
Owned
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Percent
of
Class(1):
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Sole Power to
Vote or Direct
the Vote:
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Shared Power to
Vote or to Direct
the Vote:
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Sole Power to
Dispose or to Direct
the Disposition of:
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Shared Power to
Dispose or to
Direct the
Disposition of:
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Bertelsmann SE & Co. KGaA
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208,387,100
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(2)
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8.8
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%
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0
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208,387,100
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(2)
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0
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208,387,100
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(2)
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Bertelsmann Asia Investments AG
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208,387,100
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(3)
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8.8
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%
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0
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208,387,100
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(3)
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0
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208,387,100
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(3)
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(1)
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The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 2,369,166,700
Class A Ordinary Shares outstanding, as reported in the Companys Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on December 6, 2018.
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(2)
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Includes 208,387,100 Class A Ordinary Shares held by Bertelsmann Asia Investments AG. Bertelsmann Asia
Investments AG is a wholly-owned subsidiary of Bertelsmann SE & Co. KGaA.
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(3)
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208,387,100 Class A Ordinary Shares held by Bertelsmann Asia Investments AG.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6.
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Ownership of more than Five Percent on Behalf of Another Person.
Not applicable.
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Page 4 of 8
Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the
parent holding company or control person.
Not applicable.
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Item 8.
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Identification and classification of members of the group.
Not applicable.
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Item 9.
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Notice of Dissolution of Group.
Not applicable.
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Item 10.
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Certifications.
Not applicable.
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Page 5 of 8
LIST OF EXHIBITS
Exhibit A Joint Filing Agreement
Page 6 of 8
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.
Dated: January 30, 2019
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Bertelsmann SE & Co. KGaA
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By:
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/s/ ppa. Dr. Michael Kronenburg / ppa. Thomas Werth
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Name:
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ppa. Dr. Michael Kronenburg / ppa. Thomas Werth
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Title:
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Authorized Signatories
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Bertelsmann Asia Investments AG
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By:
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/s/ Erich Kalt / Rose-Marie Mülli
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Name:
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Erich Kalt / Rose-Marie Mülli
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Title:
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Authorized Signatories
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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