Filing Details
- Accession Number:
- 0001193125-20-037678
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-14 13:59:02
- Filed By:
- Sequoia Capital China Venture 2010 Fund, L.p.
- Company:
- Finvolution Group Inc. (NYSE:FINV)
- Filing Date:
- 2020-02-14
- 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 |
|---|---|---|---|---|---|---|
| SEQUOIA CAPITAL | 0 | 86,837,110 | 0 | 86,837,110 | 86,837,110 | 10.5% |
| SEQUOIA CAPITAL CHINA VENTURE | 0 | 86,837,110 | 0 | 86,837,110 | 86,837,110 | 10.5% |
| SC CHINA VENTURE | 0 | 86,837,110 | 0 | 86,837,110 | 86,837,110 | 10.5% |
| SC CHINA HOLDING LIMITED ( 147 SCC HOLD 148 ) | 0 | 86,837,110 | 0 | 86,837,110 | 86,837,110 | 10.5% |
| URM MANAGEMENT LIMITED ( 147 URM MGMT 148 ) | 0 | 94,710 | 0 | 94,710 | 94,710 | Less than 0.1% |
| SNP CHINA ENTERPRISES LIMITED ( 147 SNP 148 ) | 0 | 86,837,110 | 0 | 86,837,110 | 86,837,110 | 10.5% |
| NEIL NANPENG SHEN ( 147 NS 148 ) | 12,162,480 | 86,931,820 | 12,162,480 | 86,931,820 | 98,094,300 | 12.0% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FinVolution Group
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
69354V108**
(CUSIP Number)
December 31, 2019
(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)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons 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. |
| ** | This CUSIP number applies to the Issuers American depositary shares, each representing five Class A Ordinary Shares. |
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. 69354V108 | SCHEDULE 13G | Page 2 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL 2010 CV HOLDCO, LTD. (SC 2010 CV HOLDCO) | |||||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
86,837,110 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
86,837,110 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019. |
| CUSIP No. 69354V108 | SCHEDULE 13G | Page 3 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA VENTURE 2010 FUND, L.P. (SC CV 2010) | |||||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO. SC CV 2010 HOLDCO is wholly owned by SC CV 2010. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO. SC CV 2010 HOLDCO is wholly owned by SC CV 2010. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019. |
| CUSIP No. 69354V108 | SCHEDULE 13G | Page 4 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SC CHINA VENTURE 2010 MANAGEMENT, L.P. (SC CV 2010 MGMT) | |||||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019. |
| CUSIP No. 69354V108 | SCHEDULE 13G | Page 5 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SC CHINA HOLDING LIMITED (SCC HOLD) | |||||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019. |
| CUSIP No. 69354V108 | SCHEDULE 13G | Page 6 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
URM MANAGEMENT LIMITED (URM MGMT) | |||||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
94,710 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
94,710 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,7101 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Represented by 18,942 American Depositary Shares. |
| 2 | Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019. |
| CUSIP No. 69354V108 | SCHEDULE 13G | Page 7 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
SNP CHINA ENTERPRISES LIMITED (SNP) | |||||
| 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
86,837,110 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019. |
| CUSIP No. 69354V108 | SCHEDULE 13G | Page 8 of 12 Pages |
| 1 | NAME OF REPORTING PERSON
NEIL NANPENG SHEN (NS) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG SAR | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
12,162,480 shares1 | ||||
| 6 | SHARED VOTING POWER
86,931,820 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO and 94,7102 shares are directly owned by URM MGMT. NS wholly owns each of SNP and URM MGMT. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO. | |||||
| 7 | SOLE DISPOSITIVE POWER
12,162,480 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
86,931,820 shares, of which 86,837,110 shares are directly owned by SC 2010 CV HOLDCO and 94,710 shares are directly owned by URM MGMT. NS wholly owns each of SNP and URM MGMT. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,094,300 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0%3 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Represented by 2,221,490 American Depositary Shares and 1,055,030 Ordinary Shares. |
| 2 | Represented by 18,942 American Depositary Shares. |
| 3 | Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019. |
| CUSIP No. 69354V108 | SCHEDULE 13G | Page 9 of 12 Pages |
| ITEM 1. |
(a) Name of Issuer:
FinVolution Group
(b) Address of Issuers Principal Executive Offices:
Building G1, No. 999 Dangui Road
Pudong New District, Shanghai 201203
Peoples Republic of China
| ITEM 2. |
(a) Name of Persons Filing:
Sequoia Capital 2010 CV Holdco, Ltd.
Sequoia Capital China Venture 2010 Fund, L.P.
SC China Venture 2010 Management, L.P.
SC China Holding Limited
URM Management Limited
SNP China Enterprises Limited
Neil Nanpeng Shen
SC 2010 HOLDCO is wholly owned by SC CV 2010. The General Partner of SC CV 2010 is SC CV 2010 MGMT. The General Partner of SC CV 2010 MGMT is SCC HOLD. SCC HOLD is wholly owned by SNP. NS wholly owns each of SNP and URM MGMT.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SC 2010 CV HOLDCO, SC CV 2010, SC CV 2010 MGMT, SCC HOLD, URM MGMT: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
(d) CUSIP Number:
69354V108
| 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 |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| 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 ☐.
| CUSIP No. 69354V108 | SCHEDULE 13G | Page 10 of 12 Pages |
| 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. 69354V108 | SCHEDULE 13G | Page 11 of 12 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2020
| Sequoia Capital 2010 CV Holdco, Ltd. | ||
| By: | Sequoia Capital China Venture 2010 Fund, L.P. | |
| its Sole Member | ||
| By: | SC China Venture 2010 Management, L.P. | |
| its General Partner | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Sequoia Capital China Venture 2010 Fund, L.P. | ||
| By: | SC China Venture 2010 Management, L.P. | |
| its General Partner | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC China Venture 2010 Management, L.P. | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC China Holding Limited | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| URM Management Limited | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| CUSIP No. 69354V108 | SCHEDULE 13G | Page 12 of 12 Pages |
| SNP China Enterprises Limited | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen | ||
| Neil Nanpeng Shen | ||
| /s/ Neil Nanpeng Shen | ||
| Neil Nanpeng Shen | ||