Item 1. Security and Issuer
This Amendment No. 3 amends and supplements the statement on Schedule 13D, filed on January 8, 2018, as amended
by Amendment No. 1 to the statement on Schedule 13D filed on December 21, 2018 and further amended by Amendment No. 2 to the statement on Schedule 13D filed on March 7, 2019 (as so amended, the “Statement”)
relating to the Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of Vipshop Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Issuer”). The address of the principal executive offices of the Issuer is No. 20 Huahai Street, Liwan District, Guangzhou, Guangdong 510370, People's Republic of China.
The Issuer’s American depositary shares (the “ADSs”), each representing
0.2 Class A Ordinary Share, are listed on the New York Stock Exchange under the symbol “VIPS.” The Reporting Persons (as defined below) beneficially own Class A Ordinary Shares (including the Class A Ordinary Shares represented by ADSs).
Item 3. Source and Amount of Funds or Other Consideration
The information contained in Item 3 of the Statement is hereby amended and supplemented by adding the following
information:
From November 25, 2019 to, and including December 13, 2019, Tencent Mobility purchased an aggregate of 6,472,841
ADSs, representing approximately 1,294,568 Class A Ordinary Shares of the Issuer, in the open market, for an aggregate purchase price of US$84,191,948 with a weighted average trading price of US$13.01 per ADS. Tencent Mobility used funds from an
affiliate, which is a wholly owned subsidiary of Tencent, to acquire such shares.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5 of the Statement is hereby amended and restated in its entirety as
follows:
(a) - (b) As of the date of this Statement, each Reporting Person may be deemed to have beneficial ownership and
shared power to vote or direct the vote of 12,852,698 Class A Ordinary Shares.
Based on a total of 117,289,337 Class A Ordinary Shares and 16,510,358 Class B Ordinary Shares outstanding,
as of September 30, 2019, as reported by the Issuer in its Form 6-K filed with the Securities and Exchange Commission on November 13, 2019, the Reporting Persons beneficially held approximately 9.6% of the total Shares outstanding and 11.0% of
the Class A Ordinary Shares outstanding.
Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified in
Appendix A hereto beneficially owns any Shares.
(c) Except as described in Item 3 above or Item 6 below (each of which are incorporated into this Item 5(c) by
reference) and this Item 5(c), there have been no transactions in the Shares by the Reporting Persons during the past 60 days. To the knowledge of the Reporting Persons, there have been no transactions in the Shares by any of the persons
identified in Appendix A hereto during the past 60 days.