Filing Details

UNITED STATES

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. 781314 109

1

Names of Reporting Persons
Chao Shen

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
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
24,262,375(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
24,262,375(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,262,375(1)

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)
9.1% of Class A ordinary shares assuming conversion of the Class B ordinary shares held by the Reporting Person only into Class A ordinary shares (or 5.8% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 12.0% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)
IN

(1)

Represents 24,262,375 Class B ordinary shares held by YangMing Investment Limited.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 243,073,114 Class A ordinary shares and 177,334,250 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019.

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

1

Names of Reporting Persons
YangMing Investment 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
24,262,375(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
24,262,375(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,262,375(1)

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)
9.1% of Class A ordinary shares assuming conversion of the Class B ordinary shares held by the Reporting Person only into Class A ordinary shares (or 5.8% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 12.0% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)
CO

(1)

Represents 24,262,375 Class B ordinary shares held by YangMing Investment Limited.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 243,073,114 Class A ordinary shares and 177,334,250 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019.

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Item 1.

(a)

Name of Issuer:
Ruhnn Holding Limited

(b)

Address of Issuers Principal Executive Offices:
Floor 11, Building 2, Lvgu Chuangzhi Development Center

788 Hong Pu Road

Jianggan District, Hangzhou 310016

Peoples Republic of China

Item 2.

(a)

Name of Person Filing:

(i)    Chao Shen, a citizen of the Peoples Republic of China; and

(ii)   YangMing Investment Limited (YangMing Investment), a company organized under the law of the British Virgin Islands and is wholly-owned by Chao Shen.

(b)

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

(i)    The address of Chao Shen is c/o Floor 11, Building 2, Lvgu Chuangzhi Development Center, 788 Hong Pu Road, Jianggan District, Hangzhou 310016 , Peoples Republic of China.

(ii)   The registered address of YangMing Investment is c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.

(c)

Citizenship:
Chao Shen is a citizen of the Peoples Republic of China. YangMing Investment is organized under the law of the British Virgin Islands.

(d)

Title and Class of Securities:
Class A ordinary shares, par value US$0.000000001 per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(e)

CUSIP No.:
781314 109

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
Person(1)

Amount
beneficially
owned

Percent
of class(2)

Sole power
to vote or
direct to
vote(1)

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

Percentage
of
aggregate
voting
power(3)

Chao Shen

24,262,375

9.1

%

24,262,375

0

24,262,375

0

12.0

%

YangMing Investment

24,262,375

9.1

%

24,262,375

0

24,262,375

0

12.0

%

(1)

As of December 31, 2019, YangMing Investment directly owned 24,262,375 of the Issuers Class B ordinary shares. YangMing Investment is wholly-owned by Chao Shen. Accordingly, Chao Shen may thereby be deemed to beneficially own the 24,262,375 Class B ordinary shares owned by YangMing Investment.

(2)

The percentage of the class of securities beneficially owned by the Reporting Person is calculated based on 243,073,114 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2019 and 24,262,375 Class B ordinary shares held by the Reporting Person that were convertible into the same number of Class A ordinary shares at any time by the Reporting Person as of December 31, 2019.

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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.

Chao Shen

By:

/s/ Chao Shen

Name:

Chao Shen

YangMing Investment Limited

By:

/s/ Chao Shen

Name:

Chao Shen

Title:

Authorized Signatory

Exhibit No.

Description

99.1

Joint Filing Agreement