Filing Details

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Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

0

Shared Voting Power

30,202,395

Sole Dispositive Power

0

Shared Dispositive Power

30,202,395

Accession Number:: 0001193125-20-291845
Form Type:: 13D Filing
Publication Date:: 2020-11-12 17:40:00

Filed By:: Sequoia Capital China Growth Fund I Lp
Company:: China Online Education Group (NYSE:COE)
Filing Date:: 2020-11-13
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	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
SCC Venture V Holdco I, Ltd	30,202,395	30,202,395	30,202,395	16.4%
Sequoia Capital China Venture Fund V	30,202,395	30,202,395	30,202,395	16.4%
SC China Venture V Management	30,202,395	30,202,395	30,202,395	16.4%
SCC Growth I Holdco A, Ltd	12,231,000	12,231,000	12,231,000	6.7%
Sequoia Capital China Growth Fund I	12,231,000	12,231,000	12,231,000	6.7%
Sequoia Capital China Growth Fund Management I	12,231,000	12,231,000	12,231,000	6.7%
SC China Holding Limited	42,433,395	42,433,395	42,433,395	23.1%
SNP China Enterprises Limited	42,433,395	42,433,395	42,433,395	23.1%
Nan Peng Shen	42,433,395	42,433,395	42,433,395	23.1%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

China Online Education Group

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

16954L105

(CUSIP Number)

Sequoia Capital China Growth Fund I, L.P.

c/o Maples Corporate Services Limited

P.O. Box 309

Ugland House

Grand Cayman, KY1-1104, Cayman Islands

(852) 2501 8989

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copies to:

Craig Marcus

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7802

November 9, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

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 (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).


1.		Names of Reporting Persons. SCC Venture V Holdco I, Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

1	The percentage is based upon 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020.


1.		Names of Reporting Persons. Sequoia Capital China Venture Fund V, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

2	The percentage is based upon 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020.


1.		Names of Reporting Persons. SC China Venture V Management, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

3	The percentage is based upon 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020.


1.		Names of Reporting Persons. SCC Growth I Holdco A, Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

4	The percentage is based upon 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020.


1.		Names of Reporting Persons. Sequoia Capital China Growth Fund I, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

5	The percentage is based upon 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020.


1.		Names of Reporting Persons. Sequoia Capital China Growth Fund Management I, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

6	The percentage is based upon 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020.


1.		Names of Reporting Persons. SC China Holding Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

7	The percentage is based upon 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020.


1.		Names of Reporting Persons. SNP China Enterprises Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization British Virgin Islands

8	The percentage is based upon 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020.


1.		Names of Reporting Persons. Nan Peng Shen
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Hong Kong SAR

9	The percentage is based upon 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020.

Except as set forth in this Amendment No. 6 (this Amendment), the initial Schedule 13D that was filed on June 27, 2016 (the Initial Filing), as amended by Amendment No. 1 filed on May 18, 2017, Amendment No. 2 filed on April 26, 2018, Amendment No. 3 filed on April 25, 2019, Amendment No. 4 filed on April 8, 2020 and Amendment No. 5 filed June 10, 2020 (together with the Initial Filing, the Original 13D), remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 is amended to add the text set forth below immediately prior to the last paragraph thereof:

November 2020 Securities Purchase Agreement

On November 9, 2020 the SCC Venture V Holdco I, Ltd. and SCC Growth I Holdco A, Ltd. entered into a securities purchase agreement (the Securities Purchase Agreement), with Ocean Frontier Investment Limited and the other Seller party thereto, pursuant to which SCC Venture V Holdco I, Ltd. and SCC Growth I Holdco A, Ltd. agreed to sell a combined total of 312,500 American Depository Shares, representing 4,687,500 Class A ordinary shares to Ocean Frontier Investment Limited, at a price per American Depository Share of $24.00 (the November 2020 Sale). The November 2020 Sale closed on November 9, 2020.

References to and the description of the November 2020 Sale set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, which is filed as Exhibit 99.9 hereto and is incorporated by reference herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Paragraphs (a) and (b) of Item 5 are hereby amended and restated in their entirety as follows:

(a) The aggregate number of Class A ordinary shares and the percentage of total outstanding Class A ordinary shares beneficially owned by the Reporting Persons are set forth below. References to percentage ownerships of Class A ordinary shares in this Statement are based upon the 183,857,003 Class A ordinary shares of the Issuer outstanding as of June 4, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on June 4, 2020. The Reporting Persons may be deemed to beneficially own an aggregate of 42,433,395 Class A ordinary shares, which constitutes approximately 23.1% of China Onlines Class A ordinary shares, calculated in accordance with Rule 13d-3 under the Act.

SCCV V HOLDCO I beneficially owns 30,202,395 Class A ordinary shares, which represents approximately 16.4% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCCVF V, as the parent company of SCCV V HOLDCO I, may be deemed to beneficially own 30,202,395 Class A ordinary shares, which represents approximately 16.4% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCCVF MGMT V, as the general partner of SCCVF V, may be deemed to beneficially own 30,202,395 Class A ordinary shares, which represents approximately 16.4% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCCG I HOLDCO A beneficially owns 12,231,000 Class A ordinary shares, which represents approximately 6.7% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCCGF I, as the parent company of SCCG I HOLDCO A, may be deemed to beneficially own 12,231,000 Class A ordinary shares, which represents approximately 6.7% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCCGF MGMT I, as the general partner of SCCGF I, may be deemed to beneficially own 12,231,000 Class A ordinary shares, which represents 6.7% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SCC HOLD, as the general partner of each of SCCVF MGMT V and SCCGF MGMT I, may be deemed to beneficially own 42,433,395 Class A ordinary shares, which represents approximately 23.1% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

SNP, as the parent company of SCC HOLD, may be deemed to beneficially own 42,433,395 Class A ordinary shares, which represents approximately 23.1% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

NS, as the sole owner and the sole director of SNP, may be deemed to beneficially own 42,433,395 Class A ordinary shares, which represents approximately 23.1% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Based on the transactions described herein, the Reporting Persons may be deemed to constitute a group for purposes of Section 13(d)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly disclaims beneficial ownership in the securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

(b) The number of Class A ordinary shares as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

This Amendment amends and supplements Item 7 of the Original Schedule 13D to add the following to the end thereof:

99.9 Securities Purchase Agreement, by and among Ocean Frontier Investment Limited and the entities listed on Schedule I thereto, dated November 9, 2020.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: November 12, 2020

SCC VENTURE V HOLDCO I, LTD.

By: Sequoia Capital China Venture Fund V, L.P.

Its Member

By: SC China Venture V Management, L.P.

Its General Partner

By: SC China Holding Limited

Its General Partner

By: Neil Nanpeng Shen*

Title: Authorized Signatory

SEQUOIA CAPITAL CHINA VENTURE FUND V, L.P.

By: SC China Venture V Management, L.P.

Its General Partner

By: SC China Holding Limited

Its General Partner

By: Neil Nanpeng Shen*

Title: Authorized Signatory

SC CHINA VENTURE V MANAGEMENT, L.P.

By: SC China Holding Limited

Its General Partner

By: Neil Nanpeng Shen*

Title: Authorized Signatory

SCC GROWTH I HOLDCO A, LTD.

By: Sequoia Capital China Growth Fund I, L.P.

Its Member

By: Sequoia Capital China Growth Fund I

Management, L.P.

Its General Partner

By: SC China Holding Limited

Its General Partner

By: Neil Nanpeng Shen*

Title: Authorized Signatory

SEQUOIA CAPITAL CHINA GROWTH FUND I, L.P.

By: Sequoia Capital China Growth Fund

Management I, L.P.

Its General Partner

By: SC China Holding Limited

Its General Partner

By: Neil Nanpeng Shen*

Title: Authorized Signatory

SEQUOIA CAPITAL CHINA GROWTH

FUND MANAGEMENT I, L.P.

By: SC China Holding Limited

Its General Partner

By: Neil Nanpeng Shen*

Title: Authorized Signatory

SC CHINA HOLDING LIMITED

By: Neil Nanpeng Shen*

Title: Authorized Signatory


SNP CHINA ENTERPRISES LIMITED

By: Neil Nanpeng Shen*
Title: Authorized Signatory

NAN PENG SHEN

By: Neil Nanpeng Shen*

*By:		/s/ Jung Yeon Son, Attorney-in-Fact