Amended Statement of Ownership (sc 13g/a)
February 03 2023 - 06:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Sunlands Technology Group (f/k/a Sunlands Online Education
Group)
(Name of Issuer)
Class A Ordinary Shares, $0.00005 par value
(Title of Class of Securities)
86740P108**
(CUSIP Number)
December 31,
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:
* 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 86740P108 has been assigned to the American
Depositary Shares (“ADSs”) of the Issuer, which is quoted on the
New York Stock Exchange under the symbol “STG.” Each ADS represents
one half (1/2) 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).
(Continued on following page(s))
1 |
NAME OF REPORTING
PERSON
Ou Peng (a/k/a Jianhong Yin)
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b)
☐
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE
OF ORGANIZATION
People’s Republic of China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
5 |
SOLE VOTING
POWER
2,833,024(1)
|
6 |
SHARED VOTING
POWER
-0-
|
|
SOLE DISPOSITIVE
POWER
2,833,024(1)
|
8 |
SHARED DISPOSITIVE
POWER
-0-
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,833,024(1)
|
10 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
53.0%(2)
|
12 |
TYPE OF REPORTING
PERSON*
IN
|
|
|
|
|
_______________
|
(1) |
Consists of (i) 637,132 Class C
ordinary shares held by Marble Faith Limited, a company ultimately
wholly owned by Vistra Trust (Hong Kong) Limited as trustee of an
irrevocable trust, with Mr. Peng Ou as the settlor and certain
family members of Mr. Peng Ou as the beneficiaries, (ii) 2,084,772
Class C ordinary shares held by Studyvip Online Education Limited,
a company wholly owned by Mr. Peng Ou, and (iii) 111,120 Class A
ordinary shares in the form of ADSs held of record by Mr. Peng Ou.
Each Class C ordinary share is convertible into one Class A
ordinary share at any time by the holder thereof. |
|
(2) |
Calculated based on 2,618,698 Class
A ordinary shares issued and outstanding as of December 31, 2022
provided by the Issuer. |
1 |
NAME OF REPORTING
PERSON
Studyvip Online Education Limited
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b)
☐
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE
OF ORGANIZATION
British Virgin Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
5 |
SOLE VOTING
POWER
2,084,772(1)
|
6 |
SHARED VOTING
POWER
-0-
|
|
SOLE DISPOSITIVE
POWER
2,084,772(1)
|
8 |
SHARED DISPOSITIVE
POWER
-0-
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,084,772(1)
|
10 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
44.3%(2)
|
12
|
TYPE OF REPORTING
PERSON*
FI
|
|
|
|
|
_______________
|
(1) |
Consists of 2,084,772 Class C
ordinary shares held by Studyvip Online Education Limited. Each
Class C ordinary share is convertible into one Class A ordinary
share at any time by the holder thereof. |
|
(2) |
Calculated based on 2,618,698 Class
A ordinary shares issued and outstanding as of December 31, 2022
provided by the Issuer. |
1 |
NAME OF REPORTING
PERSON
Marble Faith Limited
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ☐ (b)
☐
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE
OF ORGANIZATION
British Virgin Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
5 |
SOLE VOTING
POWER
637,132(1)
|
6 |
SHARED VOTING
POWER
-0-
|
|
SOLE DISPOSITIVE
POWER
637,132(1)
|
8 |
SHARED DISPOSITIVE
POWER
-0-
|
9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
637,132(1)
|
10 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ☐
|
11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
19.6%(2)
|
12 |
TYPE OF REPORTING
PERSON*
FI
|
|
|
|
|
_______________
|
(1) |
Consists of 637,132 Class C ordinary shares held by Marble
Faith Limited. Each Class C ordinary share is convertible into one
Class A ordinary share at any time by the holder thereof. |
|
(2) |
Calculated based on 2,618,698 Class A ordinary shares issued
and outstanding as of December 31, 2022 provided by the
Issuer. |
Item 1.
|
(a) |
Name of Issuer: Sunlands Technology Group (the
“Issuer”) |
|
(b) |
Address of Issuer’s Principal Executive Offices: |
Building 4-6, Chaolai Science Park, No. 36
Chuangyuan Road, Chaoyang District,
Beijing, 100012, the People’s Republic of China
Item 2.
|
(a) |
Name of Person Filing: |
Peng Ou (a/k/a Peng Ou)
Studyvip Online Education Limited
Marble Faith Limited
|
(b) |
Address of Principal Business Office or if none,
Residence: |
c/o Sunlands Technology Group
Building 4-6, Chaolai Science Park, No. 36
Chuangyuan Road, Chaoyang District,
Beijing, 100012, the People’s Republic of China
Peng Ou – People’s Republic of China
Studyvip Online Education Limited – British Virgin Islands
Marble Faith Limited – British Virgin Islands
|
(d) |
Title of Class of Securities: Class A Ordinary Shares,
$0.00005 par value |
|
(e) |
CUSIP Number: CUSIP number 86740P108 has been assigned to the
ADSs, which is quoted on the New York Stock Exchange under the
symbol “STG.” Each ADS represents one half (1/2) Class A ordinary
shares. |
The information required by Items 4(a) - (c) is set forth in Rows 5
- 11 of the cover page for each Reporting Person and is
incorporated herein by reference.
|
Item 5. |
Ownership of Five Percent or Less of a Class: Not
Applicable |
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another
Person: Not Applicable |
|
Item 7. |
Identification and Classification of Subsidiary Which
Acquired the Securities: Not Applicable |
|
Item 8. |
Identification and Classification of Members of the
Group: Not Applicable |
|
Item 9. |
Notice of Dissolution of Group: Not Applicable |
|
Item 10. |
Certifications: Not Applicable |
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.
February 3, 2023
|
|
|
|
/s/ Jianhong
Yin |
|
|
Jianhong Yin |
|
STUDYVIP ONLINE EDUCATION LIMITED |
|
|
|
|
|
By: |
/s/ Jianhong
Yin |
|
|
Name: |
Jianhong Yin |
|
|
Title: |
Director |
|
MARBLE FAITH LIMITED |
|
|
|
|
|
By: |
/s/ Jianhong
Yin |
|
|
Name: |
Jianhong Yin |
|
|
Title: |
Director |
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned in
accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, and that all
subsequent amendments to this statement on Schedule 13G may be
filed on behalf of each of the undersigned without the necessity of
filing additional joint filing agreements.
IN WITNESS WHEREOF, the undersigned have executed this agreement as
of February 3, 2023.
|
|
|
|
/s/ Jianhong
Yin |
|
|
Jianhong Yin |
|
STUDYVIP ONLINE EDUCATION LIMITED |
|
|
|
|
|
By: |
/s/ Jianhong
Yin |
|
|
Name: |
Jianhong Yin |
|
|
Title: |
Director |
|
MARBLE FAITH LIMITED |
|
|
|
|
|
By: |
/s/ Jianhong
Yin |
|
|
Name: |
Jianhong Yin |
|
|
Title: |
Director |
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