Page 4 of 7 – SEC Filing Item 1. (a) Name of Issuer. JD.com, Inc.
(b) Address of Issuer’s Principal Executive Offices. 10th Floor, Building A, North Star Century Center, No. 8 Beichen West Street Chaoyang District, Beijing 100101 People’s Republic of China
Item 2. (a) Names of Persons Filing. This statement on Schedule 13G is being jointly filed by: (i) Wal-Mart Stores, Inc. (“Wal-Mart”) and (ii) Newheight Holdings Ltd. (“Newheight”, and together with Wal-Mart, the “Reporting Persons”). Wal-Mart wholly owns Newheight indirectly through a number of other wholly-owned subsidiaries.
(b) Address of Principal Business Offices, or, if none, Residence. The address of the principal business office of Wal-Mart is 702 S.W. Eighth Street, Bentonville, Arkansas 72716. The address of the principal business office of Newheight is PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands.
(c) Citizenship. Wal-Mart is a corporation organized under the laws of the State of Delaware. Newheight is a company organized under the laws of the Cayman Islands.
(d) Title of Class of Securities. Class A Ordinary Shares, par value $0.00002 per share (“Class A Ordinary Shares”), of the issuer
(e) CUSIP Number. 47215P106*
* There is no CUSIP number assigned to Class A ordinary shares of the issuer. CUSIP number 47215P106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The NASDAQ Global Select Market under the symbol “JD.” Each ADS represents two Class A ordinary shares of the issuer.
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or §§240.13d-2(b) or (c), check whether person filing is a: (a) o Broker or dealer registered under section 15 of the Act. (b) o Bank as defined in section 3(a)(6) of the Act. (c) o Insurance company as defined in section 3(a)(19) of the Act. (d) o Investment company registered under section 8 of the Investment Company Act of 1940. (e) o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). (f) o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). (g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act. (j) o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). (k) o Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________.
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Item 1.
| (a) | Name of Issuer. | |
| | | JD.com, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices. | |
| | | |
| | | 10th Floor, Building A, North Star Century Center, No. 8 Beichen West Street Chaoyang District, Beijing 100101 People’s Republic of China |
Item 2.
| (a) | Names of Persons Filing. | |
| | | This statement on Schedule 13G is being jointly filed by: (i) Wal-Mart Stores, Inc. (“Wal-Mart”) and (ii) Newheight Holdings Ltd. (“Newheight”, and together with Wal-Mart, the “Reporting Persons”). Wal-Mart wholly owns Newheight indirectly through a number of other wholly-owned subsidiaries. |
| (b) | Address of Principal Business Offices, or, if none, Residence. | |
| | | The address of the principal business office of Wal-Mart is 702 S.W. Eighth Street, Bentonville, Arkansas 72716. The address of the principal business office of Newheight is PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands. |
| (c) | Citizenship. | |
| | | Wal-Mart is a corporation organized under the laws of the State of Delaware. Newheight is a company organized under the laws of the Cayman Islands. |
| (d) | Title of Class of Securities. | |
| | | Class A Ordinary Shares, par value $0.00002 per share (“Class A Ordinary Shares”), of the issuer |
| (e) | CUSIP Number. | |
| | | 47215P106* |
| | | * There is no CUSIP number assigned to Class A ordinary shares of the issuer. CUSIP number 47215P106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The NASDAQ Global Select Market under the symbol “JD.” Each ADS represents two Class A ordinary shares of the issuer. |
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or §§240.13d-2(b) or (c), check whether person filing is a:
| (a) | o | | Broker or dealer registered under section 15 of the Act. |
| (b) | o | | Bank as defined in section 3(a)(6) of the Act. |
| (c) | o | | Insurance company as defined in section 3(a)(19) of the Act. |
| (d) | o | | Investment company registered under section 8 of the Investment Company Act of 1940. |
| (e) | o | | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
| (f) | o | | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). |
| (g) | o | | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
| (h) | o | | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | o | | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act. |
| (j) | o | | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) | o | | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________. |
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