Filing Details
- Accession Number:
- 0001104659-19-006501
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-08 06:06:45
- Filed By:
- Chen Rui
- Company:
- Bilibili Inc. (NASDAQ:BILI)
- Filing Date:
- 2019-02-08
- 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 |
---|---|---|---|---|---|---|
CHEN Rui | 52,828,431 | 0 | 52,828,431 | 0 | 52,828,431 | 17.4% |
Vanship Limited | 49,299,006 | 0 | 49,299,006 | 0 | 49,299,006 | 16.2% |
Grand Stream Fund | 1,031,992 | 0 | 1,031,992 | 0 | 1,031,992 | 0.3% |
Windforce Limited | 133,945 | 0 | 133,945 | 0 | 133,945 | 0.0% |
Fairy Chess Fund | 2,363,488 | 0 | 2,363,488 | 0 | 2,363,488 | 0.8% |
| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
Bilibili Inc.
(Name of Issuer)
Class Z ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
G10970112*
090040106**
(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:
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 disclosures provided in a prior cover page.
The information required on 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).
* CUSIP number G10970112 has been assigned to the Class Z ordinary shares of the Issuer, par value US$0.0001 per share.
**CUSIP number 090040106 has been assigned to the American Depositary Shares (ADSs) of the Issuer, which are listed on Nasdaq Global Select Market under the symbol BILI. Each ADS represents one Class Z ordinary share, par value US$0.0001 per share.
CUSIP No. G10970112 |
| Page 2 of 11 pages |
1 | Name of Reporting Person
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2 | Check the Appropriate Box if a Member of a Group
(a) o
(b) o
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3 | SEC Use Only
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4 | Citizenship or Place of Organization
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Number of | 5 | Sole Voting Power
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6 | Shared Voting Power
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7 | Sole Dispositive Power
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8 | Shared Dispositive Power
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 | Percent of Class Represented by Amount in Row 9
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12 | Type of Reporting Person | ||
CUSIP No. G10970112 |
| Page 3 of 11 pages |
1 | Name of Reporting Person
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2 | Check the Appropriate Box if a Member of a Group
(a) o
(b) o
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3 | SEC Use Only
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4 | Citizenship or Place of Organization
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Number of | 5 | Sole Voting Power
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6 | Shared Voting Power
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7 | Sole Dispositive Power
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8 | Shared Dispositive Power
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 | Percent of Class Represented by Amount in Row 9
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12 | Type of Reporting Person | ||
CUSIP No. G10970112 |
| Page 4 of 11 pages |
1 | Name of Reporting Person
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2 | Check the Appropriate Box if a Member of a Group
(a) o
(b) o
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3 | SEC Use Only
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4 | Citizenship or Place of Organization
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Number of | 5 | Sole Voting Power
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6 | Shared Voting Power
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7 | Sole Dispositive Power
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8 | Shared Dispositive Power
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 | Percent of Class Represented by Amount in Row 9
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12 | Type of Reporting Person | ||
CUSIP No. G10970112 |
| Page 5 of 11 pages |
1 | Name of Reporting Person
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2 | Check the Appropriate Box if a Member of a Group
(a) o
(b) o
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3 | SEC Use Only
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4 | Citizenship or Place of Organization
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Number of | 5 | Sole Voting Power
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6 | Shared Voting Power
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7 | Sole Dispositive Power
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8 | Shared Dispositive Power
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 | Percent of Class Represented by Amount in Row 9
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12 | Type of Reporting Person | ||
CUSIP No. G10970112 |
| Page 6 of 11 pages |
1 | Name of Reporting Person
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2 | Check the Appropriate Box if a Member of a Group
(a) o
(b) o
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3 | SEC Use Only
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4 | Citizenship or Place of Organization
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Number of | 5 | Sole Voting Power
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6 | Shared Voting Power
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7 | Sole Dispositive Power
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8 | Shared Dispositive Power
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
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10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 | Percent of Class Represented by Amount in Row 9
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12 | Type of Reporting Person | ||
CUSIP No. G10970112 |
| Page 7 of 11 pages |
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuers Principal Executive Offices: |
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Item 2(a). | Name of Person Filing: |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Item 2(c) | Citizenship: |
Item 2(d). | Title of Class of Securities: The Issuers ordinary shares consist of Class Z ordinary shares and Class Y ordinary shares. Each holder of Class Z ordinary shares is entitled to one vote per share and each holder of Class Y ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Class Y ordinary shares are convertible at any time by the holder thereof into Class Z ordinary shares on a one-for-one basis. Class Z ordinary shares are not convertible into Class Y ordinary shares under any circumstances. |
Item 2(e). | CUSIP Number: |
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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 |
CUSIP No. G10970112 |
| Page 8 of 11 pages |
Item 4. | Ownership: |
Reporting Person |
| Amount |
| Percent |
| Percent of |
| Sole power to |
| Shared power |
| Sole power to |
| Shared power |
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CHEN Rui |
| 52,828,431 | (1) | 17.4%(2) |
| 46.3%(3) |
| 52,828,431 | (1) | 0 |
| 52,828,431 | (1) | 0 |
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Vanship Limited |
| 49,299,006 | (4) | 16.2%(2) |
| 46.0%(3) |
| 49,299,006 | (4) | 0 |
| 49,299,006 | (4) | 0 |
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Grand Stream Fund L.P. |
| 1,031,992 | (5) | 0.3%(2) |
| 0.1%(3) |
| 1,031,992 | (5) | 0 |
| 1,031,992 | (5) | 0 |
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Windforce Limited |
| 133,945 | (6) | 0.0%(2) |
| 0.0%(3) |
| 133,945 | (6) | 0 |
| 133,945 | (6) | 0 |
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Fairy Chess Fund L.P. |
| 2,363,488 | (7) | 0.8%(2) |
| 0.2%(3) |
| 2,363,488 | (7) | 0 |
| 2,363,488 | (7) | 0 |
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(1) Represents (i) 49,299,006 Class Y ordinary shares directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands, (ii) 1,031,992 Class Z ordinary shares directly held by Grand Stream Fund L.P., a Cayman Islands exempted limited partnership, (iii) 133,945 Class Z ordinary shares directly held by Windforce Limited, a business company limited by shares incorporated in British Virgin Islands, and (iv) 2,363,488 Class Z ordinary shares directly held by Fairy Chess Fund L.P. Vanship Limited is controlled by The Le Petit Prince Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Chen is the settlor of The Le Petit Prince Trust, and Mr. Chen and his family members are the trusts beneficiaries. Under the terms of this trust, Mr. Chen has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Vanship Limited in the Issuer. The general partner of each of Grand Stream Fund L.P. and Fairy Chess Fund L.P. is Diamond Dust Limited, a Cayman Islands exempted company. Mr. Chen is a director of Diamond Dust Limited, and indirectly holds 100% equity interests in Diamond Dust Limited through Vanship Limited. Windforce Limited is controlled by Diamond Dust Limited, which in turn is controlled by Mr. Chen.
(2) The percentage of class of securities beneficially owned by each Reporting Person is based on 85,364,814 Class Y ordinary shares and 218,181,421 Class Z ordinary shares of the Issuer outstanding as of December 31, 2018, and excluding 10,875,000 Class Z ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under the Issuer's share incentive plans, based on the information provided by the Issuer.
(3) For each Reporting Person, the percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuers Class Z and Class Y ordinary shares as a single class. Each holder of Class Z ordinary shares is entitled to one vote per share and each holder of Class Y ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote.
(4) Represents 49,299,006 Class Y ordinary shares directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands.
(5) Represents 1,031,992 Class Z ordinary shares directly held by Grand Stream Fund L.P., a Cayman Islands exempted limited partnership.
(6) Represents 133,945 Class Z ordinary shares directly held by Windforce Limited, a business company limited by shares incorporated in British Virgin Islands.
(7) Represents 2,363,488 Class Z ordinary shares directly held by Fairy Chess Fund L.P., a Cayman Islands exempted limited partnership.
Item 5. | Ownership of Five Percent or Less of a Class: |
| Not applicable |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| Not applicable |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: |
| Not applicable |
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Item 8. | Identification and Classification of Members of the Group: |
| Not applicable |
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Item 9. | Notice of Dissolution of Group: |
| Not applicable |
CUSIP No. G10970112 |
| Page 9 of 11 pages |
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Item 10. | Certifications: |
| Not applicable |
CUSIP No. G10970112 |
| Page 10 of 11 pages |
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 8, 2019 |
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| CHEN Rui | |
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| /s/ CHEN Rui | |
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| Vanship Limited | |
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| By: | /s/ CHEN Rui |
| Name: | CHEN Rui |
| Title: | Director |
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| Grand Stream Fund L.P. | |
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| By: | /s/ CHEN Rui |
| Name: | CHEN Rui |
| Title: | Authorized Signatory |
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| Windforce Limited | |
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| By: | /s/ CHEN Rui |
| Name: | CHEN Rui |
| Title: | Director |
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| Fairy Chess Fund L.P. | |
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| By: | /s/ CHEN Rui |
| Name: | CHEN Rui |
| Title: | Authorized Signatory |
CUSIP No. G10970112 |
| Page 11 of 11 pages |
LIST OF EXHIBITS
Exhibit No. |
| Description |
A |
| Joint Filing Agreement |