Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

 

Information to Be Included in Statements Filed Pursuant to § 240.13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

 

* 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.

 

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).

 

 

1	Names of Reporting Persons Richard Qiangdong Liu
2	Check the Appropriate Box if a Member of a Group   (a)  o (b)  o
3	SEC Use Only
4	Citizenship or Place of Organization Peoples Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 486,142,517
		6	Shared Voting Power 0
		7	Sole Dispositive Power 449,307,423
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 486,142,517 (This includes 36,835,094 shares beneficially owned by Fortune Rising Holdings Limited, which holds and administers these shares for the benefit of employees of the Issuer under the Issuers Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself). Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. Mr. Richard Qiangdong Liu did not dispose of any ordinary shares or ADSs of the Issuer in 2018. See Item 4.)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
11	Percent of Class Represented by Amount in Row (9) 16.7%. *The voting power of the shares beneficially owned represent 79.1% of the total outstanding voting power. **
12	Type of Reporting Person IN

 

 

* The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2018 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2018). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote.

 

**  During the third and fourth quarters of 2018, Fortune Rising Holdings Limited sold an aggregate of 648,017 ADSs in the open market on behalf of certain employees of the Issuer (which do not include Mr. Richard Qiangdong Liu). Fortune Rising Holdings Limited holds the Class B ordinary shares of the Issuer for the purpose of transferring such shares to the plan participants according to awards granted by the Issuer under the Issuers Share Incentive Plan, and administers the awards and acts according to the Issuers instructions. However, the logistical procedures relating to the conversion of 1,296,034 Class B ordinary shares held by Fortune Rising Holdings Limited into 648,017 ADSs had not been completed as of December 31, 2018. Assuming such logistics had been completed as of December 31, 2018, Mr. Liu would have beneficially owned a total of 484,846,483 ordinary shares, representing 16.6% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 79.1% of the total outstanding voting power. See Item 4.

 

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1	Names of Reporting Persons Max Smart Limited
2	Check the Appropriate Box if a Member of a Group   (a)  o (b)  o
3	SEC Use Only
4	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 441,507,423
		6	Shared Voting Power 0
		7	Sole Dispositive Power 441,507,423
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 441,507,423 *
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
11	Percent of Class Represented by Amount in Row (9) 15.2%. The voting power of the shares beneficially owned represent 72.7% of the total outstanding voting power. **
12	Type of Reporting Person   CO

 

 

* Mr. Richard Qiangdong Liu did not dispose of any ordinary shares or ADSs of the Issuer in 2018.

 

** The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2018. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote.

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1	Names of Reporting Persons Fortune Rising Holdings Limited *
2	Check the Appropriate Box if a Member of a Group   (a)  o (b)  o
3	SEC Use Only
4	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 36,835,094
		6	Shared Voting Power 0
		7	Sole Dispositive Power 36,835,094
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 36,835,094 (Fortune Rising Holdings Limited holds and administers these shares for the benefit of employees of the Issuer under the Issuers Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself). Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. Mr. Richard Qiangdong Liu did not dispose of any ordinary shares or ADSs of the Issuer in 2018. See Item 4.)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
11	Percent of Class Represented by Amount in Row (9) 1.3%. **The voting power of the shares beneficially owned represent 6.3% of the total outstanding voting power. ***
12	Type of Reporting Person   CO

 

 

* Fortune Rising Holdings Limited, a British Virgin Islands company, holds and administers the Class B ordinary shares of the Issuer for the benefit of plan participants under the Issuers Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself), such as transferring such shares to the plan participants according to awards granted by the Issuer under the Issuers Share Incentive Plan, and administers the awards and acts according to the Issuers instructions. See Item 4.

 

** The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2018. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for a vote.

 

*** During the third and fourth quarters of 2018, Fortune Rising Holdings Limited sold an aggregate of 648,017 ADSs in the open market on behalf of certain employees of the Issuer (which do not include Mr. Richard Qiangdong Liu). Fortune Rising Holdings Limited holds the Class B ordinary shares of the Issuer for the purpose of transferring such shares to the plan participants according to awards granted by the Issuer under the Issuers Share Incentive Plan, and administers the awards and acts according to the Issuers instructions. However, the logistical procedures relating to the conversion of 1,296,034 Class B ordinary shares held by Fortune Rising Holdings Limited into 648,017 ADSs had not been completed as of December 31, 2018. Assuming such logistics had been completed as of December 31, 2018, Fortune Rising Holdings Limited would have held 35,539,060 Class B ordinary shares, representing 1.2% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 6.1% of the total outstanding voting power. See Item 4.

 

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Item 1(a).                  Name of Issuer:

 

 

Item 1(b).                  Address of Issuers Principal Executive Offices:

 

20th Floor, Building A

No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111

 

Item 2(a).                  Name of Person Filing:

 

Richard Qiangdong Liu

Max Smart Limited

 

Item 2(b).                  Address of Principal Business Office, or, if none, Residence:

 

Richard Qiangdong Liu

JD.com, Inc.

20th Floor, Building A

No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111

The Peoples Republic of China

 

Max Smart Limited

c/o Richard Qiangdong Liu

JD.com, Inc.

20th Floor, Building A

No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111

The Peoples Republic of China

 

Fortune Rising Holdings Limited

c/o Richard Qiangdong Liu

JD.com, Inc.

20th Floor, Building A

No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111

 

Item 2(c).                   Citizenship:

 

Richard Qiangdong Liu Peoples Republic of China

Max Smart Limited British Virgin Islands

 

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Item 2(d).                  Title of Class of Securities:

 

Ordinary shares, par value of $0.00002 per share

 

 

Item 2(e).                   CUSIP NO.:

 

47215P 106

 

 

Item 3.                                 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

 

Not applicable

 

Item 4.                                 Ownership

 

The following information with respect to the ownership of the ordinary shares of par value of $0.00002 per share of JD.com, Inc. by each of the reporting persons is provided as of December 31, 2018:

 

Reporting Person		Amount beneficially owned:		Percent of class:		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:
Richard Qiangdong Liu		486,142,517		16.7		486,142,517		0		449,307,423		0
Max Smart Limited		441,507,423		15.2		441,507,423		0		441,507,423		0
Fortune Rising Holdings Limited		36,835,094		1.3		36,835,094		0		36,835,094		0

 

The 486,142,517 ordinary shares of the Issuer beneficially owned by Mr. Richard Qiangdong Liu comprise (i) 421,507,423 Class B ordinary shares directly held by Max Smart Limited and 10,000,000 restricted ADSs, representing 20,000,000 Class A ordinary shares, owned by Max Smart Limited as described below, (ii) 7,800,000 Class A ordinary shares that Mr. Liu had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2018, and (iii) 36,835,094 Class B ordinary shares held by Fortune Rising Holdings Limited as described below. Mr. Richard Qiangdong Liu did not dispose of any ordinary shares or ADSs of the Issuer in 2018.

 

Max Smart Limited, a British Virgin Islands company, directly holds 421,507,423 Class B ordinary shares of the Issuer, and owns 10,000,000 restricted ADSs, representing 20,000,000 Class A ordinary shares. Max Smart Limited is 100% owned by UBS Nominees Limited on behalf of The Max Smart Trust, with UBS Trustees (BVI) Ltd. as the trustee, Mr. Richard Qiangdong Liu as the settlor and protector, and Mr. Liu and others designated by Mr. Liu as beneficiaries. Mr. Liu reserves the right to revoke The Max Smart Trust without the consent of another person, and Mr. Liu is the sole director of Max Smart Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the shares of the Issuer held by Max Smart Limited.

 

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As of December 31, 2018, Fortune Rising Holdings Limited, a British Virgin Islands company, held 36,835,094 Class B ordinary shares. Fortune Rising Holdings Limited holds and administers the Class B ordinary shares of the Issuer for the benefit of plan participants under the Issuers Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself), such as transferring such shares to the plan participants according to awards granted by the Issuer under the Issuers Share Incentive Plan, and administers the awards and acts according to the Issuers instructions. Mr. Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited. As the representative of Fortune Rising Holdings Limited, Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the shares of the Issuer held by Fortune Rising Holdings Limited.

 

The percentage of the class of securities beneficially owned by each of the reporting persons as of December 31, 2018 is based on 2,907,565,189 outstanding ordinary shares as a single class, being the sum of 2,449,222,672 Class A ordinary shares and 458,342,517 Class B ordinary shares outstanding as of December 31, 2018 assuming conversion of all Class B ordinary shares into Class A ordinary shares, and excluding the 58,250,658 Class A ordinary shares issued to the Issuers depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuers Share Incentive Plan. In addition, the calculation of percentage of the class of securities beneficially owned by Mr. Richard Qiangdong Liu has also taken into account 7,800,000 Class A ordinary shares that Mr. Liu had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2018.

 

* During the third and fourth quarter of 2018, Fortune Rising Holdings Limited sold an aggregate of 648,017 ADSs (representing 1,296,034 Class A ordinary shares) in the open market on behalf of certain employees of the Issuer (not including Mr. Richard Qiangdong Liu) who wished to sell the shares that they had received upon the exercising or vesting of the awards granted to them under the Issuers Share Incentive Plan. However, the logistics with the Issuers Cayman registrar and depositary bank, including the conversion of 1,296,034 Class B ordinary shares held by Fortune Rising Holdings Limited into an equal number of Class A ordinary shares and the conversion of these Class A ordinary shares into 648,017 ADSs, had not been completed as of December 31, 2018. Assuming the aforementioned logistics had been completed as of December 31, 2018, Fortune Rising Holdings Limited would have held 35,539,060 Class B ordinary shares, and the ownership of the ordinary shares of the Issuer by each of the reporting persons would be as follows:

 

Reporting Person		Amount beneficially owned:		Percent of class:		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:
Richard Qiangdong Liu		484,846,483		16.6		484,846,483		0		449,307,423		0
Max Smart Limited		441,507,423		15.2		441,507,423		0		441,507,423		0
Fortune Rising Holdings Limited		35,539,060		1.2		35,539,060		0		35,539,060		0

 

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 the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

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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

 

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LIST OF EXHIBITS

 

Exhibit No.		Description
99.1		Joint Filing Agreement

 

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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: February 1, 2019
Richard Qiangdong Liu	/s/Richard Qiangdong Liu
Max Smart Limited	By:	/s/Richard Qiangdong Liu
	Name:	Richard Qiangdong Liu
	Title:	Director
Fortune Rising Holdings Limited	By:	/s/Richard Qiangdong Liu
	Name:	Richard Qiangdong Liu
	Title:	Director

 

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