*
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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 disclosures provided in a prior cover page.
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**
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Not for trading, but only in connection with the registration of American Depositary Shares each representing two Class A common shares. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes and is convertible into one Class A common share at any time. Class A common shares are not convertible into Class B common shares under any circumstances.
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1
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NAMES OF REPORTING PERSONS
Qiming Corporate GP II, Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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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
Cayman 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
0
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||
6
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SHARED VOTING POWER
1,000,000 Class A common shares (1)
10,110,309 Class B common shares (2) (3)
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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
1,000,000 Class A common shares (1)
10,110,309 Class B common shares (2)(3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 Class A common shares (4)
10,110,309 Class B common shares (3) (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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Class A common shares: 3.5% (5)
Class B common shares: 11.7% (6)
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12
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TYPE OF REPORTING PERSON (See Instructions)
CO
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(1)
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includes 500,000 American Depository Shares, each representing two Class A common shares, each of which is entitled to one vote.
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(2)
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includes 9,897,809 Class B common shares, each of which is entitled to ten votes, and 212,500 Class B common shares underlying options exercisable within 60 days after the date hereof.
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(3)
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each Class B common share is convertible into one Class A common share at any time.
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(4)
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includes 39,726 American Depository Shares, 786,401 Class B common shares, and 16,884 Class B common shares underlying options exercisable within 60 days after the date hereof held of record by Qiming Venture Partners II-C, L.P. and 6,602 American Depository Shares, 130,689 Class B common shares, and 2,806 Class B common shares underlying options exercisable within 60 days after the date hereof held of record by Qiming Managing Directors Fund II, L.P. See Item 4.
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(5)
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The percentage is based on the 28,333,332 Class A common shares reported to be outstanding in the Company’s Rule 424(b)(3) prospectus, filed with the Securities Exchange Commission (“SEC”) on November 18, 2014.
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(6)
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The percentage is based on the 86,045,911 Class B common shares reported to be outstanding in the Company’s Rule 424(b)(3) prospectus, filed with the SEC on November 18, 2014, and further assumes the exercise of the 212,500 Class B common shares underlying options exercisable within 60 days after the date hereof.
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1
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NAMES OF REPORTING PERSONS
Qiming GP II, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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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
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
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||
6
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SHARED VOTING POWER
986,796 Class A common shares (1)
9,976,814 Class B common shares (2) (3)
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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
986,796 Class A common shares (1)
9,976,814 Class B common shares (2)(3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
986,796 Class A common shares (4)
9,976,814 Class B common shares (3) (4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
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||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Class A common shares: 3.5% (5)
Class B common shares: 11.6% (6)
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|||
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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includes 493,398 American Depository Shares, each representing two Class A common shares, each of which is entitled to one vote.
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(2)
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includes 9,767,120 Class B common shares, each of which is entitled to ten votes, and 209,694 Class B common shares underlying options exercisable within 60 days after the date hereof.
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(3)
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each Class B common share is convertible into one Class A common share at any time.
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(4)
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includes 39,726 American Depository Shares, 786,401 Class B common shares, and 16,884 Class B common shares underlying options exercisable within 60 days after the date hereof held of record by Qiming Venture Partners II-C, L.P. See Item 4.
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(5)
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The percentage is based on the 28,333,332 Class A common shares reported to be outstanding in the Company’s Rule 424(b)(3) prospectus, filed with the SEC on November 18, 2014.
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(6)
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The percentage is based on the 86,045,911 Class B common shares reported to be outstanding in the Company’s Rule 424(b)(3) prospectus, filed with the SEC on November 18, 2014, and further assumes the exercise of the 209,694 Class B common shares underlying options exercisable within 60 days after the date hereof.
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1
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NAMES OF REPORTING PERSONS
Qiming Venture Partners II, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
|
|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|||
3
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SEC USE ONLY
|
|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
|
||
6
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SHARED VOTING POWER
907,344 Class A common shares (1)
9,173,529 Class B common shares (2) (3)
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|||
7
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SOLE DISPOSITIVE POWER
0
|
|||
8
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SHARED DISPOSITIVE POWER
907,344 Class A common shares (1)
9,173,529 Class B common shares (2)(3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,344 Class A common shares
9,173,529 Class B common shares(3)
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|||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
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||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Class A common shares: 3.2% (4)
Class B common shares: 10.6% (5)
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|||
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1)
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includes 453,672 American depository shares, each representing two Class A common shares, each of which is entitled to one vote.
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(2)
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includes 8,980,719 Class B common shares, each of which is entitled to ten votes, and 192,810 Class B common shares underlying options within 60 days after the date hereof.
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(3)
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each Class B common share is convertible into one Class A common share at any time.
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(4)
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The percentage is based on the 28,333,332 Class A common shares reported to be outstanding in the Company’s Rule 424(b)(3) prospectus, filed with the SEC on November 18, 2014.
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(5)
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The percentage is based on the 86,045,911 Class B common shares reported to be outstanding in the Company’s Rule 424(b)(3) prospectus, filed with the SEC on November 18, 2014, and further assumes the exercise of the 192,810 Class B common shares underlying options exercisable within 60 days after the date hereof.
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Item 1 (a)
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Name of Issuer:
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Item 1 (b)
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Address of Issuer’s Principal Executive Offices:
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Item 2 (a)
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Name of Person Filing:
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Item 2 (b)
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Address of Principal Business Office or, If None, Residence; Citizenship:
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Item 2 (c)
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Citizenship:
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Item 2 (d)
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Title of Class of Securities:
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Item 2 (e)
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CUSIP Number:
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Item 3.
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Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned by each Reporting Person: See Row 9 of cover page.
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(b)
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Percent of Class Beneficially Owned by each Reporting Person: See Row 11 of cover page.
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(c)
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Number of shares as to which each Reporting Person has:
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i.
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Sole power to vote or to direct the vote: See Row 5 of cover page.
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ii.
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Shared power to vote or to direct the vote: See Row 6 of cover page.
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iii.
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Sole power to dispose of or to direct the disposition of: See Row 7 of cover page.
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iv.
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Shared power to dispose or to direct the disposition of: See Row 8 of cover page.
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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.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
|
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Not applicable.
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Item 7.
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Identification and Classification of 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.
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Identification and Classification of Members of the Group
|
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
|
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Not applicable.
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Item 10.
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Certifications
|
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Not applicable.
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Qiming Venture Partners II, L.P.
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|||||
By: |
Qiming GP II, L.P.
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||||
By: | Qiming Corporate GP II, Ltd. |
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By:
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/s/Grace Lee | ||
Name: Grace Lee | ||||
Title: Authorized Signatory | ||||
Qiming GP II, L.P.
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||||
By: |
Qiming Corporate GP II, Ltd.
|
|||
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By:
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/s/Grace Lee | |
Name: Grace Lee | |||
Title: Authorized Signatory | |||
Qiming Corporate GP II, Ltd.
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|||
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By:
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/s/Grace Lee | |
Name: Grace Lee | |||
Title: Authorized Signatory | |||
Exhibit
No.
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Description
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99.1
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Joint Filing Agreement
|