Filing Details
- Accession Number:
- 0001193125-19-021610
- Form Type:
- 13G Filing
- Publication Date:
- 2019-01-30 06:26:34
- Filed By:
- Bertelsmann Se & Co. Kgaa
- Company:
- Mogu Inc. (NYSE:MOGU)
- Filing Date:
- 2019-01-30
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Bertelsmann SE Co. KGaA | 0 | 208,387,100 | 0 | 208,387,100 | 208,387,100 | 8.8% |
| Bertelsmann Asia Investments AG | 0 | 208,387,100 | 0 | 208,387,100 | 208,387,100 | 8.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
MOGU Inc.
(Name of Issuer)
Class A Ordinary Shares, par value of US$0.00001 per share
(Title of Class of Securities)
608012100**
(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)
| * | 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 the disclosures provided in a prior cover page. |
| ** | There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 608012100 has been assigned to the American Depositary Shares (ADSs) of the Company, which are quoted on the New York Stock Exchange under the symbol MOGU. Each ADS represents 25 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).
SCHEDULE 13G
|
CUSIP No. 608012100
|
| 1 | Names of Reporting Persons
Bertelsmann SE & Co. KGaA | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
208,387,100 Class A Ordinary Shares. See Item 4. | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
208,387,100 Class A Ordinary Shares. See Item 4. | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
208,387,100 Class A Ordinary Shares. See Item 4. | |||||
| 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)
8.8%. See Item 4. | |||||
| 12 | Type of Reporting Person (See Instructions)
CO | |||||
Page 2 of 8
| 1 | Names of Reporting Persons
Bertelsmann Asia Investments AG | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
Switzerland | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
208,387,100 Class A Ordinary Shares. See Item 4. | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
208,387,100 Class A Ordinary Shares. See Item 4. | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
208,387,100 Class A Ordinary Shares. See Item 4. | |||||
| 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)
8.8%. See Item 4. | |||||
| 12 | Type of Reporting Person (See Instructions)
CO | |||||
Page 3 of 8
| Item 1. |
(a) Name of Issuer: MOGU Inc.
(b) Address of Issuers Principal Executive Offices: Zheshang Wealth Center, 12/F, Building No. 1, No. 99 Gudun Road, Xihu District, Hangzhou, 310012, Peoples Republic of China
| Item 2. |
(a) Name of Person Filing: Bertelsmann SE & Co. KGaA, Bertelsmann Asia Investments AG
(b) Address of Principal Business Office or, if None, Residence:
Bertelsmann SE & Co. KGaA: Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany
Bertelsmann Asia Investments AG: Dammstrasse 19, CH -6300 ZUG Switzerland
(c) Citizenship:
Bertelsmann SE & Co. KGaA Germany
Bertelsmann Asia Investments AG Switzerland
(d) Title and Class of Securities: Class A Ordinary Shares, par value of $0.00001 per share
(e) CUSIP No.: 608012100
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. |
| Item 4. | Ownership |
The table below sets forth the ownership of the Class A Ordinary Shares by each of the reporting persons:
| Reporting Person | Amount Beneficially Owned | Percent of Class(1): | Sole Power to Vote or Direct the Vote: | Shared Power to Vote or to Direct the Vote: | Sole Power to Dispose or to Direct the Disposition of: | Shared Power to Dispose or to Direct the Disposition of: | ||||||||||||||||||
| Bertelsmann SE & Co. KGaA | 208,387,100 | (2) | 8.8 | % | 0 | 208,387,100 | (2) | 0 | 208,387,100 | (2) | ||||||||||||||
| Bertelsmann Asia Investments AG | 208,387,100 | (3) | 8.8 | % | 0 | 208,387,100 | (3) | 0 | 208,387,100 | (3) | ||||||||||||||
| (1) | The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 2,369,166,700 Class A Ordinary Shares outstanding, as reported in the Companys Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on December 6, 2018. |
| (2) | Includes 208,387,100 Class A Ordinary Shares held by Bertelsmann Asia Investments AG. Bertelsmann Asia Investments AG is a wholly-owned subsidiary of Bertelsmann SE & Co. KGaA. |
| (3) | 208,387,100 Class A Ordinary Shares held by Bertelsmann Asia Investments AG. |
| 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. |
Page 4 of 8
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. 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. |
Page 5 of 8
LIST OF EXHIBITS
Exhibit A Joint Filing Agreement
Page 6 of 8
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: January 30, 2019
| Bertelsmann SE & Co. KGaA | By: | /s/ ppa. Dr. Michael Kronenburg / ppa. Thomas Werth | ||||
| Name: | ppa. Dr. Michael Kronenburg / ppa. Thomas Werth | |||||
| Title: | Authorized Signatories | |||||
| Bertelsmann Asia Investments AG | By: | /s/ Erich Kalt / Rose-Marie Mülli | ||||
| Name: | Erich Kalt / Rose-Marie Mülli | |||||
| Title: | Authorized Signatories | |||||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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