Filing Details
- Accession Number:
- 0000950142-20-001615
- Form Type:
- 13D Filing
- Publication Date:
- 2020-06-22 16:39:32
- Filed By:
- General Atlantic Llc
- Company:
- 58.Com Inc. (NYSE:WUBA)
- Filing Date:
- 2020-06-22
- SEC Url:
- 13D Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| General Atlantic Singapore | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| General Atlantic Singapore 58TP Pte. Ltd | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| General Atlantic Singapore Fund Pte. Ltd | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| General Atlantic Singapore Interholdco Ltd | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| General Atlantic Partners (Bermuda) III | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| General Atlantic Partners (Bermuda) IV | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| General Atlantic GenPar (Bermuda) | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| GAP (Bermuda) Limited | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| General Atlantic | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| GAP Coinvestments III | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| GAP Coinvestments IV | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| GAP Coinvestments V | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% | ||
| GAP Coinvestments CDA | 7,150,000 | 7,150,000 | 7,150,000 | 5.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
58.com Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.00001 per share
(Title of Class of Securities)
| 31680Q104** |
| (CUSIP Number) |
| Michael Gosk c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212) 715-4000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices |
| and Communications) |
June 21, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d- 1(a) for other parties to whom
copies are to be sent.
*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 disclosures provided in a prior cover page.
** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares, par value
$0.00001 per share. No CUSIP has been assigned to the Class A ordinary shares.
The information required on 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 (the “Exchange
Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 2 of 18 |
| 1 | NAME OF REPORTING PERSON General Atlantic Singapore 58 Pte. Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON CO | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 3 of 18 |
| 1 | NAME OF REPORTING PERSON General Atlantic Singapore 58TP Pte. Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON CO | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 4 of 18 |
| 1 | NAME OF REPORTING PERSON General Atlantic Singapore Fund Pte. Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON CO | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 5 of 18 |
| 1 | NAME OF REPORTING PERSON General Atlantic Singapore Interholdco Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON CO | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 6 of 18 |
| 1 | NAME OF REPORTING PERSON General Atlantic Partners (Bermuda) III, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 7 of 18 |
| 1 | NAME OF REPORTING PERSON General Atlantic Partners (Bermuda) IV, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 8 of 18 |
| 1 | NAME OF REPORTING PERSON General Atlantic GenPar (Bermuda), L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 9 of 18 |
| 1 | NAME OF REPORTING PERSON GAP (Bermuda) Limited | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON CO | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 10 of 18 |
| 1 | NAME OF REPORTING PERSON General Atlantic LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 11 of 18 |
| 1 | NAME OF REPORTING PERSON GAP Coinvestments III, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 12 of 18 |
| 1 | NAME OF REPORTING PERSON GAP Coinvestments IV, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 13 of 18 |
| 1 | NAME OF REPORTING PERSON GAP Coinvestments V, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON OO | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 14 of 18 |
| 1 | NAME OF REPORTING PERSON GAP Coinvestments CDA, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER None |
| 8 | SHARED VOTING POWER 7,150,000 | |
| 9 | SOLE DISPOSITIVE POWER None | |
| 10 | SHARED DISPOSITIVE POWER 7,150,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 15 of 18 |
Item 1. Security and Issuer.
This Amendment No. 4 to Schedule 13D (as so amended, the “Statement”) is being filed to amend the Statement as originally filed with the
Securities and Exchange Commission on June 23, 2017, as amended by Amendment No. 1 dated May 1, 2020, Amendment No. 2 dated May 4, 2020, and Amendment No. 3 dated June 17, 2020 and relates to the Class A ordinary shares, par value $0.00001 per
share (the “Class A Ordinary Shares”) of 58.com Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), whose principal executive offices are located at Building 105, 10 Jiuxianqiao North Road Jia,
Chaoyang District, Beijing 100015, People’s Republic of China.
The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing two Class A Ordinary
Shares, are listed on the New York Stock Exchange under the symbol “WUBA.” The Reporting Persons (as defined below) directly own only ADSs and do not directly own any Class A Ordinary Shares.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of
Transaction.
Item 4 is amended by adding the following:
On June 21, 2020, GAS 58 notified the other Supporting Shareholders that it has elected, pursuant to the Support Agreement, that
all of the Class A Ordinary Shares represented by ADSs held by it be cancelled in consideration for the right to receive US$56.00 per ADS in the Merger (the “Notice of Election”). As a result of the Notice of Election, the Class A Ordinary
Shares represented by ADSs held by GAS 58 will not be contributed to Parent in exchange for newly issued shares of Parent in connection with and at the effective time of the Merger but will be instead be cancelled in consideration for the right
to receive $56.00 per ADS. As a result of such election, the equity financing amount that GASF is required to provide, or cause to be provided, to Parent under the GA Equity Commitment Letter has increased by US$400,400,000 to a total of
US$1,025,400,000.
Item 5. Interest in
Securities of the Issuer.
No material change.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to the Issuer.
No material change.
Item 7. Materials to
be Filed as Exhibits.
| Exhibit 99.1: | Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed). |
| Exhibit 99.2: | Exclusivity Letter, dated April 30, 2020 (previously filed). |
| Exhibit 99.3: | Updated Proposal, dated April 30, 2020 (previously filed). |
| Exhibit 99.4: | Merger Agreement, dated June 15, 2020 (incorporated by reference to Exhibit 99.2 to 58.com Inc.’s Report of Foreign Private Issuer filed on Form 6-K on June 15, 2020). |
| Exhibit 99.5: | Debt Commitment Letter, dated June 5, 2020 (previously filed). |
| Exhibit 99.6: | GA Equity Commitment Letter, dated June 15, 2020 (previously filed). |
| Exhibit 99.7: | Support Agreement, dated June 15, 2020 (previously filed). |
| Exhibit 99.8: | Interim Investors Agreement, dated June 15, 2020 (previously filed). |
| Exhibit 99.9: | GA Limited Guarantee, dated June 15, 2020 (previously filed). |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 16 of 18 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 22, 2020.
| | GENERAL ATLANTIC SINGAPORE 58 PTE. LTD. | | ||
| | | | | |
| | By: | /s/ Ong Yu Huat | | |
| | | Name: | Ong Yu Huat | |
| | | Title: | Director | |
| | | | | |
| | | | | |
| GENERAL ATLANTIC SINGAPORE 58TP PTE. LTD. | ||||
| By: | /s/ Ong Yu Huat | |||
| Name: | Ong Yu Huat | |||
| Title: | Director | |||
| | GENERAL ATLANTIC SINGAPORE FUND PTE. LTD. | | ||
| | | | | |
| | By: | /s/ Ong Yu Huat | | |
| | | Name: | Ong Yu Huat | |
| | | Title: | Director | |
| | | | | |
| | | | | |
| GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Director | |||
| GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P. | ||||
| By: | General Atlantic GenPar (Bermuda), L.P., its General Partner | | ||
| | By: | GAP (Bermuda) Limited, its General Partner | | |
| | | | | |
| | By: | /s/ Michael Gosk | | |
| | | Name: | Michael Gosk | |
| | | Title: | Managing Director | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 17 of 18 |
| | GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. | | ||
| | | | | |
| By: | General Atlantic GenPar (Bermuda), L.P., its General Partner | | ||
| | By: | GAP (Bermuda) Limited, its General Partner | | |
| | | | | |
| | By: | /s/ Michael Gosk | | |
| | | Name: | Michael Gosk | |
| Title: | Managing Director | |||
| | GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | | ||
| | | | | |
| | By: | GAP (Bermuda) Limited, its General Partner | | |
| | | | | |
| | By: | /s/ Michael Gosk | | |
| | | Name: | Michael Gosk | |
| | | Title: | Managing Director | |
| | | | | |
| | | | | |
| | GAP (BERMUDA) LIMITED | | ||
| | | | | |
| | By: | /s/ Michael Gosk | | |
| | | Name: | Michael Gosk | |
| | | Title: | Managing Director | |
| | | | | |
| | | | | |
| | GENERAL ATLANTIC LLC | | ||
| | | | | |
| | By: | /s/ Michael Gosk | | |
| | | Name: | Michael Gosk | |
| | | Title: | Managing Director | |
| CUSIP No. 31680Q104 | SCHEDULE 13D | Page 18 of 18 |
| | GAP COINVESTMENTS III, LLC | | ||
| | | | | |
| | By: | General Atlantic LLC, its Managing Member | | |
| | | | | |
| | By: | /s/ Michael Gosk | | |
| | | Name: | Michael Gosk | |
| | | Title: | Managing Director | |
| | | | | |
| | | | | |
| | GAP COINVESTMENTS IV, LLC | | ||
| | | | | |
| | By: | General Atlantic LLC, its Managing Member | | |
| | | | | |
| | By: | /s/ Michael Gosk | | |
| | | Name: | Michael Gosk | |
| | | Title: | Managing Director | |
| | | | | |
| | | | | |
| | GAP COINVESTMENTS V, LLC | | ||
| | | | | |
| | By: | General Atlantic LLC, its Managing Member | | |
| | | | | |
| | By: | /s/ Michael Gosk | | |
| | | Name: | Michael Gosk | |
| | | Title: | Managing Director | |
| | | | | |
| | | | | |
| | GAP COINVESTMENTS CDA, L.P. | | ||
| | | | ||
| | By: | General Atlantic LLC., its General Partner | | |
| | | | | |
| | By: | /s/ Michael Gosk | | |
| | | Name: | Michael Gosk | |
| | | Title: | Managing Director | |