Filing Details
- Accession Number:
- 0001104659-19-008490
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 10:55:57
- Filed By:
- Warburg Pincus & Co.
- Company:
- Cango Inc. (NYSE:CANG)
- Filing Date:
- 2019-02-14
- 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 |
---|---|---|---|---|---|---|
Warburg Pincus Cango Fintech Investment Company Limited | 53,431,125 | 0 | 53,431,125 | 0 | 53,431,125 | 17.7% |
Warburg Pincus Private Equity XII | 0 | 17,207,761 | 0 | 17,207,761 | 17,207,761 | 5.7% |
Warburg Pincus Private Equity XII-B | 0 | 3,452,452 | 0 | 3,452,452 | 3,452,452 | 1.1% |
Warburg Pincus Private Equity XII-D | 0 | 496,642 | 0 | 496,642 | 496,642 | 0.2% |
Warburg Pincus Private Equity XII-E | 0 | 2,834,521 | 0 | 2,834,521 | 2,834,521 | 0.9% |
WP XII Partners | 0 | 928,365 | 0 | 928,365 | 928,365 | 0.3% |
Warburg Pincus XII Partners | 0 | 1,795,820 | 0 | 1,795,820 | 1,795,820 | 0.6% |
Warburg Pincus China (Cayman) | 0 | 24,411,078 | 0 | 24,411,078 | 24,411,078 | 8.1% |
Warburg Pincus China Partners (Cayman) | 0 | 2,304,484 | 0 | 2,304,484 | 2,304,484 | 0.8% |
Warburg Pincus | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
Warburg Pincus XII | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
WP Global | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
Warburg Pincus Partners II | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
Warburg Pincus Partners GP | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
Warburg Pincus Co | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
Warburg Pincus (Cayman) China GP | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
Warburg Pincus (Cayman) China GP | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
Warburg Pincus Partners II (Cayman) | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
Warburg Pincus (Bermuda) Private Equity GP Ltd | 0 | 26,715,562 | 0 | 26,715,562 | 26,715,562 | 8.8% |
Charles R. Kaye | 0 | 53,431,125 | 0 | 53,431,125 | 53,431,125 | 17.7% |
Joseph P. Landy | 0 | 53,431,125 | 0 | 53,431,125 | 53,431,125 | 17.7% |
| UNITED STATES |
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| 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*
Cango Inc.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
137586103(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:
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).
(Continued on following pages)
(1) This CUSIP number applies to the Issuers American Depositary Shares, each representing two Class A ordinary shares of the Issuer
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding as reported in the prospectus filed by Cango Inc. (the Issuer) with the United States Securities and Exchange Commission on July 27, 2018 (the Prospectus).
1
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
2
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
3
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
4
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
5
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
6
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
7
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
8
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
9
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
10
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
11
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
12
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
13
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
14
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
15
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
16
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
17
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
18
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
19
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
20
CUSIP No.: 137586103 |
(1) | Name of Reporting Persons | ||
(2) | Check the Appropriate Box if a Member of a Group (a) x (b) o | ||
(3) | SEC Use Only | ||
(4) | Citizenship or Place of Organization | ||
Number of | (5) | Sole Voting Power | |
(6) | Shared Voting Power | ||
(7) | Sole Dispositive Power | ||
(8) | Shared Dispositive Power | ||
(9) | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
(10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||
(11) | Percent of Class Represented by Amount in Row (9) | ||
(12) | Type of Reporting Person | ||
* Calculation is based upon 302,209,892 ordinary shares outstanding of the Issuer as reported in the Prospectus filed on July 27, 2018.
21
Item 1(a). |
| Name of Issuer: |
Item 1(b). |
| Address of Issuers Principal Executive Offices:
428 South Yanggao Road, Pudong New Area
Shanghai 200127, Peoples Republic of China |
| ||
Item 2(a). |
| Name of Person Filing:
1. Warburg Pincus Cango Fintech Investment Company Limited, a British Virgin Islands business company (WP Fintech), directly holds 53,431,125 Class A Ordinary Shares of the Issuer.
2. Warburg Pincus Private Equity XII, L.P., a Delaware limited partnership (WP XII), holds 32.2% of the equity interest of WP Fintech.
3. Warburg Pincus Private Equity XII-B, L.P., a Delaware limited partnership (WP XII-B), holds 6.5% of the equity interest of WP Fintech.
4. Warburg Pincus Private Equity XII-D, L.P., a Delaware limited partnership (WP XII-D), holds 0.9% of the equity interest of WP Fintech.
5. Warburg Pincus Private Equity XII-E, L.P., a Delaware limited partnership (WP XII-E), holds 5.3% of the equity interest of WP Fintech.
6. WP XII Partners, L.P., a Delaware limited partnership (WP XII Partners), holds 1.7% of the equity interest of WP Fintech.
7. Warburg Pincus XII Partners, L.P., a Delaware limited partnership (Warburg Pincus XII Partners, and, together with WP XII, WP XII-B, WP XII-D, WP XII-E and WP XII Partners, the WP XII Funds), holds 3.4% of the equity interest of WP Fintech.
8. Warburg Pincus China (Cayman), L.P., a Cayman Islands limited partnership (WPC Cayman), holds 45.7% of the equity interest of WP Fintech.
9. Warburg Pincus China Partners (Cayman), L.P., a Cayman Islands limited partnership (Warburg Pincus China Cayman Partners and, together with WPC Cayman, the WPC Cayman Funds), holds 4.3% of the equity interest of WP Fintech.
10. Warburg Pincus LLC, a New York limited liability company (WP LLC), is the manager of WP XII Funds.
11. Warburg Pincus XII, L.P., a Delaware limited partnership (WP XII GP), is the general partner of the WP XII Funds.
12. WP Global LLC, a Delaware limited liability company (WP Global), is the general partner of WP XII GP.
13. Warburg Pincus Partners II, L.P., a Delaware limited partnership (WPP II), is the managing member of WP Global.
14. Warburg Pincus Partners GP LLC, a Delaware limited liability company (WPP GP), is the general partner of WPP II.
15. Warburg Pincus & Co, a New York general partnership (WP), is the managing member of WPP GP.
16. Warburg Pincus (Cayman) China GP, L.P., a Cayman Islands limited partnership (WPC Cayman GP), is the general partner of the WPC Cayman Funds.
17. Warburg Pincus (Cayman) China GP LLC, a Delaware limited liability company (WPC Cayman GP LLC), is the general partner of WPC Cayman GP.
18. Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (WPP II Cayman), is the managing member of WPC Cayman GP LLC.
19. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company (WP Bermuda), is the general partner of WPP II Cayman.
20. Charles R. Kaye and Joseph P. Landy are each (i) managing general partners of WP, (ii) directors and co-chairmen of WP Bermuda, and (iii) the managing members and co-chief executive officers of WP LLC, and may be deemed to control the Warburg Pincus entities. Charles R. Kaye and Joseph P. Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities.
Each party listed above is collectively being referred to herein as the Warburg Pincus Reporting Persons. |
Item 2(b). |
| Address of Principal Business Office or, if none, Residence: For all Warburg Pincus Reporting Persons:
450 Lexington Avenue, New York, New York 10017, U.S.A. |
Item 2(c). |
| Citizenship or Place of Organization: |
Item 2(d). |
| Title of Class of Securities: Class A ordinary shares of the Issuer, par value US$0.0001 per share
The Issuers ordinary shares consist of Class A ordinary shares (the Class A Shares) and Class B ordinary shares (the Class B Shares). Holders of Class A Shares and Class B Shares have the same rights except for voting and conversion rights. Each Class A Share is entitled to one vote, and each Class B Share is entitled to twenty votes and is convertible into one Class A Share. Class A ordinary shares are not convertible into Class B Shares under any circumstances. |
Item 2(e). |
| CUSIP Number: |
| ||
Item 3. | statement filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c): | |
| Not applicable |
22
Item 4. | Ownership: |
The following table sets forth the beneficial ownership of the ordinary shares of the Issuer by each of the reporting persons as reported in the Prospectus filed by the Issuer on July 27, 2018: |
|
|
|
| Number of shares as to which such person has: | |||
Reporting | Amount Beneficially | Percent of | Sole Power to | Shared Power to Vote | Sole Power to | Shared Power to | |
WP Fintech | 53,431,125 | 17.7 | %(2) | 53,431,125 | 0 | 53,431,125 | 0 |
WP XII | 17,207,761.0 | 5.7 | % | 0 | 17,207,761.0 | 0 | 17,207,761.0 |
WP XII-B | 3,452,452.1 | 1.1 | % | 0 | 3,452,452.1 | 0 | 3,452,452.1 |
WP XII-D | 496,642.3 | 0.2 | % | 0 | 496,642.3 | 0 | 496,642.3 |
WP XII-E | 2,834,521.2 | 0.9 | % | 0 | 2,834,521.2 | 0 | 2,834,521.2 |
WP XII Partners | 928,365.8 | 0.3 | % | 0 | 928,365.8 | 0 | 928,365.8 |
Warburg Pincus XII Partners | 1,795,820.1 | 0.6 | % | 0 | 1,795,820.1 | 0 | 1,795,820.1 |
WPC Cayman | 24,411,078.1 | 8.1 | % | 0 | 24,411,078.1 | 0 | 24,411,078.1 |
Warburg Pincus China Cayman Partners | 2,304,484.4 | 0.8 | % | 0 | 2,304,484.4 | 0 | 2,304,484.4 |
WP LLC | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
WP XII GP | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
WP Global | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
WPP II | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
WPP GP | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
WP | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
WPC Cayman GP | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
WPC Cayman GP LLC | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
WPP II Cayman | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
WP Bermuda | 26,715,562.5 | 8.8 | % | 0 | 26,715,562.5 | 0 | 26,715,562.5 |
Charles R. Kaye | 53,431,125 | 17.7 | % | 0 | 53,431,125 | 0 | 53,431,125 |
Joseph P. Landy | 53,431,125 | 17.7 | % | 0 | 53,431,125 | 0 | 53,431,125 |
(1) As a percentage of 302,209,892 ordinary shares of the Issuer as reported in the Prospectus filed on July 27, 2018, comprised of 222,884,172 Class A Shares of the Issuer and 79,325,720 Class B Shares of the Issuer.
(2) The voting power of the ordinary shares beneficially owned by the reporting person represents 3.0% of the total outstanding voting power of all Class A Shares and Class B Shares of the Issuer, given that each Class A Share is entitled to one vote and each Class B Share is entitle to twenty votes.
23
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: |
| The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file jointly is attached hereto as Exhibit 99.1. |
| |
Item 9. | Notice of Dissolution of Group: |
| Not applicable |
|
|
Item 10. | Certifications: |
| Not applicable |
24
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
|
| |
| Warburg Pincus Cango Fintech Investment Company Limited | |
|
| |
| By: | /s/ David Sreter |
| Name: | David Sreter |
| Title: | Director |
|
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| Warburg Pincus Private Equity XII, L.P. | |
|
| |
| By: | Warburg Pincus XII, L.P., its general partner |
| By: | WP Global LLC, its general partner |
| By: | Warburg Pincus Partners II, L.P., its managing member |
| By: | Warburg Pincus Partners GP LLC, its general partner |
| By: | Warburg Pincus & Co., its managing member |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
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| |
|
| |
| Warburg Pincus Private Equity XII-B, L.P. | |
|
| |
| By: | Warburg Pincus XII, L.P., its general partner |
| By: | WP Global LLC, its general partner |
| By: | Warburg Pincus Partners II, L.P., its managing member |
| By: | Warburg Pincus Partners GP LLC, its general partner |
| By: | Warburg Pincus & Co., its managing member |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
|
| |
| Warburg Pincus Private Equity XII-D, L.P. | |
|
| |
| By: | Warburg Pincus XII, L.P., its general partner |
| By: | WP Global LLC, its general partner |
| By: | Warburg Pincus Partners II, L.P., its managing member |
| By: | Warburg Pincus Partners GP LLC, its general partner |
| By: | Warburg Pincus & Co., its managing member |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
|
| |
| Warburg Pincus Private Equity XII-E, L.P. | |
|
| |
| By: | Warburg Pincus XII, L.P., its general partner |
| By: | WP Global LLC, its general partner |
| By: | Warburg Pincus Partners II, L.P., its managing member |
| By: | Warburg Pincus Partners GP LLC, its general partner |
| By: | Warburg Pincus & Co., its managing member |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
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| WP XII Partners, L.P. | |
|
| |
| By: | Warburg Pincus XII, L.P., its general partner |
| By: | WP Global LLC, its general partner |
| By: | Warburg Pincus Partners II, L.P., its managing member |
| By: | Warburg Pincus Partners GP LLC, its general partner |
| By: | Warburg Pincus & Co., its managing member |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
|
| |
| Warburg Pincus XII Partners, L.P. | |
|
| |
| By: | Warburg Pincus XII, L.P., its general partner |
| By: | WP Global LLC, its general partner |
| By: | Warburg Pincus Partners II, L.P., its managing member |
| By: | Warburg Pincus Partners GP LLC, its general partner |
| By: | Warburg Pincus & Co., its managing member |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
|
| |
| Warburg Pincus China (Cayman), L.P. | |
|
| |
| By: | Warburg Pincus (Cayman) China GP, L.P., its general partner |
| By: | Warburg Pincus (Cayman) China GP LLC, its general partner |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Authorized Signatory |
|
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| Warburg Pincus China Partners (Cayman), L.P. | |
|
| |
| By: | Warburg Pincus (Cayman) China GP, L.P., its general partner |
| By: | Warburg Pincus (Cayman) China GP LLC, its general partner |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
|
|
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| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Authorized Signatory |
|
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| Warburg Pincus LLC | |
|
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| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
|
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| Warburg Pincus XII, L.P. | |
|
| |
| By: | WP Global LLC, its general partner |
| By: | Warburg Pincus Partners II, L.P., its managing member |
| By: | Warburg Pincus Partners GP LLC, its general partner |
| By: | Warburg Pincus & Co., its managing member |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
26
| WP Global LLC | |
|
| |
| By: | Warburg Pincus Partners II, L.P., its managing member |
| By: | Warburg Pincus Partners GP LLC, its general partner |
| By: | Warburg Pincus & Co., its managing member |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
|
| |
| Warburg Pincus Partners II, L.P. | |
|
| |
| By: | Warburg Pincus Partners GP LLC, its general partner |
| By: | Warburg Pincus & Co., its managing member |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
|
| |
| Warburg Pincus Partners GP LLC | |
|
| |
| By: | Warburg Pincus & Co., its managing member |
|
|
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| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
|
| |
| Warburg Pincus & Co. | |
|
| |
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Partner |
|
| |
| Warburg Pincus (Cayman) China GP, L.P. | |
|
| |
| By: | Warburg Pincus (Cayman) China GP LLC, its general partner |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Authorized Signatory |
|
| |
| Warburg Pincus (Cayman) China GP LLC | |
|
| |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Authorized Signatory |
|
| |
| Warburg Pincus Partners II (Cayman), L.P. | |
|
| |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
|
|
|
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Authorized Signatory |
|
| |
| Warburg Pincus (Bermuda) Private Equity GP Ltd. | |
|
| |
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Authorized Signatory |
27
| Charles R. Kaye | |
|
| |
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Attorney-in-fact* |
|
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| Joseph P. Landy | |
|
| |
| By: | /s/ Robert B. Knauss |
| Name: | Robert B. Knauss |
| Title: | Attorney-in-fact* |
*The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to the statement on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. (File No. 005-80578) and is hereby incorporated by reference.
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LIST OF EXHIBITS
Exhibit No. |
| Description |
99.1 |
| Joint Filing Agreement |
29