Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.

398132100

1

Names of Reporting Persons

Hammer Capital Private Investments Limited

2

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

(a)  o

(b)  o

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
3,125,000(1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
3,125,000(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000(1)

10

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

11

Percent of Class Represented by Amount in Row (9)
10.5%(2)

12

Type of Reporting Person (See Instructions)
CO

CUSIP No.

398132100

1

Names of Reporting Persons

Cheung Siu Fai

2

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

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Hong Kong

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
3,125,000(1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
3,125,000(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000(1)

10

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

11

Percent of Class Represented by Amount in Row (9)
10.5%(2)

12

Type of Reporting Person (See Instructions)
IN

CUSIP No.

398132100

1

Names of Reporting Persons

Tsang Ling Kay Rodney

2

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

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Hong Kong

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
3,125,000(1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
3,125,000(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000(1)

10

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

11

Percent of Class Represented by Amount in Row (9)
10.5%(2)

12

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer:

Gridsum Holding Inc.

(b)

Address of Issuers Principal Executive Offices:

South Wing, High Technology Building

No. 229 North 4th Ring Road

Haidian District, Beijing 100083

Peoples Republic of China

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is filed by Hammer Capital Private Investments Limited (HCPI), a company organized under the laws of the British Virgin Islands, Cheung Siu Fai (Mr. Cheung), a citizen of the Hong Kong Special Administrative Region of China (Hong Kong) and Tsang Ling Kay Rodney (Mr. Tsang, together with HCPI and Mr. Cheung, the Reporting Persons), a citizen of Hong Kong.

Each of Mr. Cheung and Mr. Tsang owns 50% of the outstanding voting shares of HCPI.

(b)

Address of Principal Business Office or, if none, Residence:

The principal business address of HCPI is Mandar House, 3rd Floor, Johnsons Ghut, Tortola, British Virgin Islands. The residential address of Mr. Cheung is Flat D, 10/F, Block 15, 8 Sceneway Road, Sceneway Garden, Lam Tin, Hong Kong. The residential address of Mr. Tsang is Flat H, 20/F, Everwell Garden, 1 Sheung Hong Street, Ho Man Tin, Kowloon, Hong Kong.

(c)

Citizenship:

See Item 2(a)

(d)

Title of Class of Securities:

Class B ordinary shares, par value US$0.001 per share, of the Issuer

(e)

CUSIP No.:

398132100

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:

(a)

o

Broker or dealer registered under section 15 of the Act;

(b)

o

Bank as defined in section 3(a)(6) of the Act;

(c)

o

Insurance company as defined in section 3(a)(19) of the Act;

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940;

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____

Item 4.

Ownership.

(a)

See Item 9 of the cover pages to this Schedule 13G for the aggregate number of Class B Ordinary Shares that are beneficially owned by each Reporting Person as of May 23, 2019.

(b)

See Item 11 of the cover pages to this Schedule 13G for the percentage of Class B Ordinary Shares that are beneficially owned by each Reporting Person as of May 23, 2019.

(c)

See Items 5 through 8 of the cover pages to this Schedule 13G for the number of Class B Ordinary Shares that are beneficially owned by each Reporting Person as of May 23, 2019 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

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.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Hammer Capital Private Investments Limited

By:

/s/ Cheung Siu Fai

Cheung Siu Fai

Director

Cheung Siu Fai

/s/ Cheung Siu Fai

Tsang Ling Kay Rodney

/s/ Tsang Ling Kay Rodney

Exhibit No.

Description

99.1

Joint Filing Agreement, dated May 23, 2019 by and among Hammer Capital Private Investments Limited, Cheung Siu Fai and Tsang Ling Kay Rodney.