Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 68247Q 102

1)

Names of Reporting Persons.
First Pharmacia International

2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

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
0

(6)

Shared Voting Power
8,690,562*

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
8,690,562*

9)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,690,562*

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11)

Percent of Class Represented by Amount in Row 9
9.71% of Class A ordinary shares (or 5.38% of the total ordinary shares) **

12)

Type of Reporting Person (See Instructions)
CO

CUSIP No. 68247Q 102

1)

Names of Reporting Persons.
BVCF Realization Fund, L.P.

2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

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
0

(6)

Shared Voting Power
8,690,562*

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
8,690,562*

9)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,690,562*

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11)

Percent of Class Represented by Amount in Row 9
9.71% of Class A ordinary shares (or 5.38% of the total ordinary shares) **

12)

Type of Reporting Person (See Instructions)
PN

CUSIP No. 68247Q 102

1)

Names of Reporting Persons.
BVCF Realization Fund GP, Ltd.

2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

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
0

(6)

Shared Voting Power
8,690,562*

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
8,690,562*

9)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,690,562*

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11)

Percent of Class Represented by Amount in Row 9
9.71% of Class A ordinary shares (or 5.38% of the total ordinary shares) **

12)

Type of Reporting Person (See Instructions)
CO

CUSIP No. 68247Q 102

1)

Names of Reporting Persons.
Zhi Yang

2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

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
0

(6)

Shared Voting Power
8,690,562*

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power
8,690,562*

9)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,690,562*

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11)

Percent of Class Represented by Amount in Row 9
9.71% of Class A ordinary Shares   (or 5.38% of the total ordinary shares) **

12)

Type of Reporting Person (See Instructions)
IN

Item 1(a)

Name of Issuer:
111, Inc. (the Issuer)

Item 1(b)

Address of Issuers Principal Executive Offices:
3-4/F, No.295 ZuChongZhi Road, Pudong New Area, Shanghai, the Peoples Republic of China

Item 2(a)

Name of Person Filing:
This Schedule 13G is filed by (i) First Pharmacia International (Pharmacia), a company organized and existing under the laws of the Cayman Islands, (ii) BVCF Realization Fund, L.P. (Fund),  a limited partnership incorporated under the laws of the Cayman Islands, (iii) BVCF Realization Fund GP, Ltd. (GP), a limited company incorporated under the laws of the Cayman Islands, (iv) Mr. Zhi Yang, a director and sole shareholder of GP (Pharmacia, Fund, GP and Mr. Zhi Yang collectively referred to as the Reporting Persons).  

Pharmacia directly holds the 8,690,562 Class A ordinary shares being reported in this Schedule 13G.  Pharmacia is a wholly-owned subsidiary of Fund , GP is the general partner of Fund, and Mr. Zhi Yang is the sole shareholder and director of GP.

GP, by virtue of it being the general partner of Fund, may be deemed to have voting control and investment discretion over the securities held by Pharmacia.

Mr. Zhi Yang, by virtue of being the director and sole shareholder of GP, may be deemed to have voting control and investment discretion over the securities held by Pharmacia. 

Each of the Reporting Persons has entered into a Joint Filing Agreement, dated February [·], 2019, a copy of which is filed with this Schedule 13G as Exhibit 99.1.1, pursuant to which such Reporting Persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Item 2(b)

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons is 763 Mengzi Road, Suite 2606, Shanghai, China 200023. 

Item 2(c)

Citizenship:
See responses to Item 2(a) above.

Item 2(d)

Title of Class of Securities:
Class A ordinary shares, $0.00005 par value

Item 2(e)

CUSIP Number:
68247Q 102

This CUSIP number applies to the ADSs of the Issuer, each representing two Class A ordinary shares of the Issuer.  No CUSIP has been assigned to the Class A ordinary shares.

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

(a)

Amount beneficially owned:   

See responses to Item 9 on each cover page.

(b)

Percent of class:   

See responses to Item 11 on each cover page.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

See responses to Item 5 on each cover page

(ii)

Shared power to vote or to direct the vote:    

See responses to Item 6 on each cover page

(iii)

Sole power to dispose or to direct the disposition of:   

See responses to Item 7 on each cover page

(iv)

Shared power to dispose or to direct the disposition of:   

See responses to Item 8 on each cover page

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

See responses to Item 2(a) above.

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.

Exhibit No.

Description

99.1

Joint Filing Agreement

Date: February 14, 2019

FIRST PHARMACIA INTERNATIONAL

By:

/s/ Zhi Yang

Name: Zhi Yang

Title: Director

BVCF REALIZATION FUND, L.P.

By: BVCF Realization Fund GP, LTD.

Its general partner

By:

/s/ Zhi Yang

Name: Zhi Yang

Title: Director

BVCF REALIZATION FUND GP, LTD.

By:

/s/ Zhi Yang

Name: Zhi Yang

Title: Director

Mr. ZHI YANG

/s/ Mr. ZHI YANG