Filing Details
- Accession Number:
- 0000904454-19-000216
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-13 11:47:07
- Filed By:
- Cmc Lullaby Holdings Ltd
- Company:
- Laix Inc. (NYSE:LAIX)
- Filing Date:
- 2019-02-13
- SEC Url:
- 13G Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| CMC Lullaby Holdings Limited | 0 | 2,827,690 | 0 | 2,827,690 | 10.0% | |
| CMC Capital Partners II | 0 | 2,827,690 | 0 | 2,827,690 | 10.0% | |
| CMC Capital Partners GP II | 0 | 2,827,690 | 0 | 2,827,690 | 10.0% | |
| CMC Capital Partners GP II, Ltd | 0 | 2,827,690 | 0 | 2,827,690 | 10.0% | |
| LaConfiance Investments Ltd | 0 | 2,827,690 | 0 | 2,827,690 | 10.0% | |
| LeBonheur Holdings Ltd | 0 | 2,827,690 | 0 | 2,827,690 | 10.0% | |
| Ruigang Li | 0 | 2,827,690 | 0 | 2,827,690 | 10.0% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* |
| LAIX Inc. |
| (Name of Issuer) |
| Class A Ordinary Shares, $0.001 par value |
| (Title of Class of Securities) |
| 50736W105 |
| (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)
[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).
CUSIP No. 50736W105
| 1 | Name of Reporting Person: CMC Lullaby Holdings Limited I.R.S. Identification No. of above Person (entities only) (voluntary) | ||
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | Citizenship or Place of Organization Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLYOWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 2,827,690* | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 2,827,690* | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,827,690* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0%** | ||
| 12 | TYPE OF REPORTING PERSON CO | ||
* Includes 180,000 American Depositary Shares of the Issuer (“ADSs”). Each ADS represents one Class A Ordinary Share.
** Based on 28,276,557 Class A Ordinary Shares outstanding after the completion of the Issuer’s initial public offering, as reported in the
Issuer’s Prospectus on Form 424B4 filed with the Securities and Exchange Commission on September 28, 2018.
CUSIP No. 50736W105
| 1 | Name of Reporting Person: CMC Capital Partners II, L.P. I.R.S. Identification No. of above Person (entities only) (voluntary) | ||
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | Citizenship or Place of Organization Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLYOWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 2,827,690* | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 2,827,690* | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,827,690* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0%** | ||
| 12 | TYPE OF REPORTING PERSON PN | ||
* Shares held by CMC Lullaby Holdings Limited and includes 180,000 American Depositary Shares of the Issuer (“ADSs”). Each ADS represents one
Class A Ordinary Share.
** Based on 28,276,557 Class A Ordinary Shares outstanding after the completion of the Issuer’s initial public offering, as reported in the
Issuer’s Prospectus on Form 424B4 filed with the Securities and Exchange Commission on September 28, 2018.
CUSIP No. 50736W105
| 1 | Name of Reporting Person: CMC Capital Partners GP II, L.P. I.R.S. Identification No. of above Person (entities only) (voluntary) | ||
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | Citizenship or Place of Organization Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLYOWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 2,827,690* | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 2,827,690* | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,827,690* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0%** | ||
| 12 | TYPE OF REPORTING PERSON PN | ||
* Shares held by CMC Lullaby Holdings Limited and includes 180,000 American Depositary Shares of the Issuer (“ADSs”). Each ADS represents one
Class A Ordinary Share.
** Based on 28,276,557 Class A Ordinary Shares outstanding after the completion of the Issuer’s initial public offering, as reported in the
Issuer’s Prospectus on Form 424B4 filed with the Securities and Exchange Commission on September 28, 2018.
CUSIP No. 50736W105
| 1 | Name of Reporting Person: CMC Capital Partners GP II, Ltd. I.R.S. Identification No. of above Person (entities only) (voluntary) | ||
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | Citizenship or Place of Organization Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLYOWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 2,827,690* | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 2,827,690* | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,827,690* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0%** | ||
| 12 | TYPE OF REPORTING PERSON CO | ||
* Shares held by CMC Lullaby Holdings Limited and includes 180,000 American Depositary Shares of the Issuer (“ADSs”). Each ADS represents one
Class A Ordinary Share.
** Based on 28,276,557 Class A Ordinary Shares outstanding after the completion of the Issuer’s initial public offering, as reported in the
Issuer’s Prospectus on Form 424B4 filed with the Securities and Exchange Commission on September 28, 2018.
CUSIP No. 50736W105
| 1 | Name of Reporting Person: LaConfiance Investments Ltd I.R.S. Identification No. of above Person (entities only) (voluntary) | ||
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | Citizenship or Place of Organization British Virgin Islands | ||
| NUMBER OF SHARES BENEFICIALLYOWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 2,827,690* | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 2,827,690* | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,827,690* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0%** | ||
| 12 | TYPE OF REPORTING PERSON CO | ||
* Shares held by CMC Lullaby Holdings Limited and includes 180,000 American Depositary Shares of the Issuer (“ADSs”). Each ADS represents one
Class A Ordinary Share.
** Based on 28,276,557 Class A Ordinary Shares outstanding after the completion of the Issuer’s initial public offering, as reported in the
Issuer’s Prospectus on Form 424B4 filed with the Securities and Exchange Commission on September 28, 2018.
CUSIP No. 50736W105
| 1 | Name of Reporting Person: LeBonheur Holdings Ltd I.R.S. Identification No. of above Person (entities only) (voluntary) | ||
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] | ||
| 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 0 | |
| 6 | SHARED VOTING POWER 2,827,690* | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 2,827,690* | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,827,690* | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0%** | ||
| 12 | TYPE OF REPORTING PERSON CO | ||
* Shares held by CMC Lullaby Holdings Limited and includes 180,000 American Depositary Shares of the Issuer (“ADSs”). Each ADS represents one
Class A Ordinary Share.
** Based on 28,276,557 Class A Ordinary Shares outstanding after the completion of the Issuer’s initial public offering, as reported in the
Issuer’s Prospectus on Form 424B4 filed with the Securities and Exchange Commission on September 28, 2018.
CUSIP No. 50736W105
| 1 | Name of Reporting Person: Ruigang Li I.R.S. Identification No. of above Person (entities only) (voluntary) | |||
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] | |||
| 3 | SEC USE ONLY | |||
| 4 | Citizenship or Place of Organization China | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 2,827,690* | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 2,827,690* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,827,690* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0%** | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
* Shares held by CMC Lullaby Holdings Limited and includes 180,000 American Depositary Shares of the Issuer (“ADSs”). Each ADS represents one
Class A Ordinary Share.
** Based on 28,276,557 Class A Ordinary Shares outstanding after the completion of the Issuer’s initial public offering, as reported in the
Issuer’s Prospectus on Form 424B4 filed with the Securities and Exchange Commission on September 28, 2018.
CUSIP No. 50736W105
SCHEDULE 13G
| Item 1(a) | Name of Issuer: LAIX Inc. |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: 3/F, Building B, No. 1687 Changyang Road, Yangpu District, Shanghai, 200090, People’s Republic of China |
| Item 2(a) | Name of Persons Filing: CMC Lullaby Holdings Limited CMC Capital Partners II, L.P. CMC Capital Partners GP II, L.P. CMC Capital Partners GP II, Ltd. LaConfiance Investments Ltd LeBonheur Holdings Ltd Ruigang Li The shares reported herein are held by CMC Lullaby Holdings Limited. CMC Lullaby Holdings Limited is a direct and wholly owned
subsidiary of CMC Capital Partners II, L.P. The general partner of CMC Capital Partners II, L.P. is CMC Capital Partners GP II, L.P. The general partner of CMC Capital Partners GP II, L.P. is CMC Capital Partners GP II, Ltd. CMC Capital
Partners GP II, Ltd. is wholly owned by LaConfiance Investments Ltd. LaConfiance Investments Ltd is wholly owned by LeBonheur Holdings Ltd. LeBonheur Holdings Ltd is wholly owned by Mr. Ruigang Li. Each of the Reporting Persons disclaims
beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
| Item 2(b) | Address of Principal Business Office, or if None, Residence: c/o CMC Capital Partners HK Limited Suite 302, 3/F., Cheung Kong Centre, No. 2 Queen's Road Central, Hong Kong |
| Item 2(c) | Citizenship: CMC Lullaby Holdings Limited - Cayman Islands CMC Capital Partners II, L.P. – Cayman Islands CMC Capital Partners GP II, L.P. – Cayman Islands CMC Capital Partners GP II, Ltd. – Cayman Islands LaConfiance Investments Ltd – British Virgin Islands LeBonheur Holdings Ltd – British Virgin Islands Ruigang Li - China |
| Item 2(d) | Title of Class of Securities: Class
A Ordinary Shares, $0.001 par value |
| Item 2(e) | CUSIP Number: 50736W105 |
| 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: Not Applicable. |
| Item 4 | Ownership: (a) through (c): The information requested herein is incorporated by reference to the cover pages to this Schedule 13G. |
| Item 5 | Ownership of Five Percent or Less of the 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: 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 | Certification: Not Applicable. |
CUSIP No. 50736W105
SIGNATURES
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.
Date: February 13, 2019
CMC LULLABY HOLDINGS LTD
By: /s/ Wong Hoi Pong
Name: Wong Hoi Pong
Title: Authorized Signatory
CMC CAPITAL PARTNERS II, L.P.
Acting by CMC Capital Partners GP II, L.P., its general partner
Acting by CMC Capital Partners GP II, Ltd., its general partner
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
CMC CAPITAL PARTNERS GP II, L.P.
Acting by CMC Capital Partners GP II, Ltd., its general partner
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
CMC CAPITAL PARTNERS GP II, LTD.
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
LACONFIANCE INVESTMENTS LTD
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
LEBONHEUR HOLDINGS LTD
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
LI RUIGANG
By: /s/ Li Ruigang
Li Ruigang, Individually
CUSIP No. 50736W105
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as
Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 13, 2019
CMC LULLABY HOLDINGS LTD
By: /s/ Wong Hoi Pong
Name: Wong Hoi Pong
Title: Authorized Signatory
CMC CAPITAL PARTNERS II, L.P.
Acting by CMC Capital Partners GP II, L.P., its general partner
Acting by CMC Capital Partners GP II, Ltd., its general partner
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
CMC CAPITAL PARTNERS GP II, L.P.
Acting by CMC Capital Partners GP II, Ltd., its general partner
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
CMC CAPITAL PARTNERS GP II, LTD.
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
LACONFIANCE INVESTMENTS LTD
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
LEBONHEUR HOLDINGS LTD
By: /s/ Li Ruigang
Name: Li Ruigang
Title: Director
LI RUIGANG
By: /s/ Li Ruigang
Li Ruigang, Individually