Filing Details
- Accession Number:
- 0001193125-19-036875
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-13 06:59:34
- Filed By:
- Tan Eric Siliang
- Company:
- Qutoutiao Inc. (NASDAQ:QTT)
- Filing Date:
- 2019-02-13
- 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 |
|---|---|---|---|---|---|---|
| Eric Siliang Tan | 27,123,442 | 0 | 27,123,442 | 0 | 27,123,442 | 38.1% |
| Innotech Group Holdings Ltd | 27,123,442 | 0 | 27,123,442 | 0 | 27,123,442 | 38.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Qutoutiao Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
74915J 107 (1)
(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. |
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) | This CUSIP number applies to the Issuers American Depositary Shares, every four of which represents one Class A ordinary share. |
SCHEDULE 13G
| CUSIP No. 74915J 107 |
| 1 | Names of Reporting Persons
Eric Siliang Tan | |||
| 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
Peoples Republic of China |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
27,123,442 (2) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
27,123,442 (2) | |||||
| 8 | Shared Dispositive Power
0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,123,442 (2) | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||
| 11 | Percent of Class Represented by Amount in Row (9)
38.1%* (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) | |||
| 12 | Type of Reporting Person (See Instructions)
IN |
| (2) | Represents 27,123,442 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares. |
| * | The percentages used in this Schedule 13G are calculated based on a total of 37,022,806 Class A ordinary shares and 34,248,442 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018. |
| 1 | Names of Reporting Persons
Innotech Group Holdings Ltd. | |||
| 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
Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
27,123,442 (3) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
27,123,442 (3) | |||||
| 8 | Shared Dispositive Power
0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,123,442 (3) | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||
| 11 | Percent of Class Represented by Amount in Row (9)
38.1%* (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) | |||
| 12 | Type of Reporting Person (See Instructions)
CO |
| (3) | Represents 27,123,442 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares. |
| * | The percentages used in this Schedule 13G are calculated based on a total of 37,022,806 Class A ordinary shares and 34,248,442 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018. |
| Item 1. | ||||
| (a) | Name of Issuer: | |||
| Qutoutiao Inc. | ||||
| (b) | Address of Issuers Principal Executive Offices: | |||
| 11/F, Block 3, XingChuang Technology Center | ||||
| Shen Jiang Road 5005, Pudong New Area, Shanghai, 200120 Peoples Republic of China | ||||
| Item 2. | ||||
| (a) | Name of Person Filing: | |||
| (i) Eric Siliang Tan; and | ||||
| (ii) Innotech Group Holdings Ltd. (Innotech), a limited liability company established in the Cayman Islands. | ||||
| (b) | Address of Principal Business Office or, if none, Residence: | |||
| (i) The address of the principal business office of Eric Siliang Tan is 11/F, Block 3, XingChuang Technology Center, Shen Jiang Road 5005, Pudong New Area, Shanghai 200120, Peoples Republic of China. | ||||
| (ii) The registered address of Innotech is P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands. | ||||
| (c) | Citizenship: | |||
| (i) Eric Siliang Tan Peoples Republic of China | ||||
| (ii) Innotech Cayman Islands | ||||
| (d) | Title and Class of Securities: | |||
| Class A ordinary shares, par value US$0.0001 per share | ||||
| (e) | CUSIP No.: | |||
| 74915J 107 | ||||
| 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 |
| Reporting
| Amount beneficially owned | Percent of class(2) | Sole power to vote or direct to vote(2) | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition of(1) | Shared power to dispose or to direct the disposition of | ||||||||||||||||||
| Eric Siliang Tan | 27,123,442 | 38.1 | % | 27,123,442 | 0 | 27,123,442 | 0 | |||||||||||||||||
| Innotech | 27,123,442 | 38.1 | % | 27,123,442 | 0 | 27,123,442 | 0 | |||||||||||||||||
| (1) | As of December 31, 2018, Innotech directly held 27,123,442 of the Issuers Class B ordinary shares. Innotech is ultimately wholly-owned by a trust of which Mr. Eric Siliang Tan and his family are beneficiaries. Accordingly, each of Mr. Tan and Innotech may thereby be deemed to beneficially own the 27,123,442 Class B ordinary shares held by Innotech. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares. Accordingly, each of Mr. Tan and Innotech may thereby be deemed to beneficially own 27,123,442 of the Issuers Class A ordinary shares. |
| Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. The Class B ordinary shares beneficially owned by each of Mr. Tan and Innotech represent 71.5% of the aggregate voting power of the Issuers issued and outstanding share capital. |
| (2) | Represent 38.1% of Class A ordinary shares (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). Calculated based on a total of 37,022,806 Class A ordinary shares and 34,248,442 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018. |
| 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. | ||
| 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. | ||
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2019
| ERIC SILIANG TAN | ||
| By: | /s/ Eric Siliang Tan | |
| Name: | Eric Siliang Tan | |
| INNOTECH GROUP HOLDINGS LTD. | ||
| By: | /s/ Eric Siliang Tan | |
| Name: | Eric Siliang Tan | |
| Title: | Director | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement | |