Amended Statement of Ownership (sc 13g/a)
February 12 2019 - 8:33AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
PPDAI Group
Inc.
(Name of Issuer)
Class A ordinary shares, $0.00001 par value per share
(Title of Class of Securities)
69354V108**
(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 disclosures provided in a prior cover page.
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**
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CUSIP number 69354V108 has been assigned to the American depositary shares of the issuer, which are quoted on
the New York Stock Exchange under the symbol PPDF. Each ADS represents five Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.
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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).
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CUSIP No. 69354V108
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Page
2
of 7 pages
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1
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Name of Reporting Person
Shaofeng Gu
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2
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Check the Appropriate Box if a Member of a
Group
(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
Peoples Republic of China
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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
397,318,900
(1)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
397,318,900
(1)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each
Reporting Person
397,318,900
(1)
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10
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Check 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
26.7%
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12
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Type of Reporting
Person
IN
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(1)
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Represents (i) 394,818,900 Class B ordinary shares directly held by PPD Investment Limited, a company
incorporated in the British Virgin Islands, and (ii) 2,500,000 Class A ordinary shares that PPD Investment Limited may purchase upon exercise of options within 60 days after December 31, 2018. Mr. Shaofeng Gu is the sole shareholder
and the sole director of PPD Investment Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for
vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a
one-for-one
basis. Class A ordinary
shares are not convertible into Class B ordinary shares under any circumstances.
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CUSIP No. 69354V108
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Page
3
of 7 pages
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1
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Name of Reporting Person
PPD Investment Limited
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2
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Check the Appropriate Box if a Member of a
Group
(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
British Virgin Islands
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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
397,318,900
(2)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
397,318,900
(2)
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8
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Shared
Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
397,318,900
(2)
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10
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Check 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
26.7%
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12
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Type of Reporting
Person
CO
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(2)
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Represents (i) 394,818,900 Class B ordinary shares directly held by PPD Investment Limited, a company
incorporated in the British Virgin Islands, and (ii) 2,500,000 Class A ordinary shares that PPD Investment Limited may purchase upon exercise of options within 60 days after December 31, 2018. Class B ordinary shares are convertible
at any time by the holder thereof into Class A ordinary shares on a
one-for-one
basis. Class A ordinary shares are not convertible into Class B ordinary
shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote.
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CUSIP No. 69354V108
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Page
4
of 7 pages
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Item 1(a).
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Name of Issuer:
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PPDAI Group Inc. (the Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices:
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Building G1, No. 999 Dangui Road, Pudong New District, Shanghai 201203, Peoples Republic of China
Item 2(a).
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Name of Person Filing:
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Shaofeng Gu and PPD Investment Limited (collectively, the Reporting Persons)
Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The address of the Reporting Persons is c/o Building G1, No. 999 Dangui Road, Pudong New District, Shanghai 201203, Peoples
Republic of China
Shaofeng Gu is a citizen of the People Republic of China. PPD Investment Limited is a British Virgin Islands company solely owned by Shaofeng
Gu.
Item 2(d).
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Title of Class of Securities:
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Class A ordinary shares, $0.00001 par value per share
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A
ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder
thereof into Class A ordinary shares on a
one-for-one
basis. Class A ordinary shares are not convertible into Class B ordinary shares under any
circumstances.
69354V108
This CUSIP number
applies to the American depositary shares of the Issuer, each representing five Class A ordinary shares of the Issuer, par value $0.00001 per share. No CUSIP has been assigned to the ordinary shares.
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 persons filing is a:
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Not applicable
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CUSIP No. 69354V108
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Page
5
of 7 pages
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Reporting Person
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Amount
beneficially
owned
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Percent
of class
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Percent of
aggregate
voting
power
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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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Shaofeng Gu
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397,318,900
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(1)
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26.7
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%
(2)
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56.4
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%
(3)
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397,318,900
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(1)
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0
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397,318,900
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(1)
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0
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PPD Investment Limited
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397,318,900
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(1)
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26.7
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%
(2)
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56.4
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%
(3)
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397,318,900
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(1)
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0
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397,318,900
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(1)
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0
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(1)
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Represents (i) 394,818,900 Class B ordinary shares directly held by PPD Investment Limited, a company
incorporated in the British Virgin Islands, and (ii) 2,500,000 Class A ordinary shares that PPD Investment Limited may purchase upon exercise of options within 60 days after December 31, 2018. Mr. Shaofeng Gu is the sole shareholder
and the sole director of PPD Investment Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for
vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a
one-for-one
basis. Class A ordinary
shares are not convertible into Class B ordinary shares under any circumstances.
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(2)
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The percentage of class of securities beneficially owned by each Reporting Person is based on a total of
1,486,770,169 ordinary shares (being the sum of 827,770,169 Class A ordinary shares and 659,000,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2018. In computing the percentage ownership of a Reporting
Person, we have included shares that the Reporting Person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2018.
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(3)
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For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power
beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of
Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a
one-for-one
basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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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:
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Not applicable
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 Controlling Person:
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Not applicable
Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
Item 9.
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Notice of Dissolution of Group:
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Not applicable
Not applicable
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CUSIP No. 69354V108
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Page
6
of 7 pages
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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: February 12, 2019
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SHAOFENG GU
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/s/ Shaofeng Gu
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PPD INVESTMENT LIMITED
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By:
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/s/ Shaofeng Gu
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Name:
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Shaofeng Gu
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Title:
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Director
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CUSIP No. 69354V108
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Page
7
of 7 pages
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LIST OF EXHIBITS
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Exhibit
No.
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Description
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A
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Joint Filing Agreement
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