Filing Details
- Accession Number:
- 0001193125-21-018349
- Form Type:
- 13G Filing
- Publication Date:
- 2021-01-26 19:00:00
- Filed By:
- Apax Digital L.p.
- Company:
- So-Young International Inc. (NASDAQ:SY)
- Filing Date:
- 2021-01-27
- 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 |
---|---|---|---|---|---|---|
Youthful Acquisition | 0 | 4,750,216 | 0 | 4,750,216 | 4,750,216 | 6.8% |
Youthful GP Co. Limited | 0 | 4,750,216 | 0 | 4,750,216 | 4,750,216 | 6.8% |
Apax Digital | 0 | 4,750,216 | 0 | 4,750,216 | 4,750,216 | 6.8% |
Apax Digital Co-Investment | 0 | 4,750,216 | 0 | 4,750,216 | 4,750,216 | 6.8% |
Apax Digital GP | 0 | 4,750,216 | 0 | 4,750,216 | 4,750,216 | 6.8% |
Apax Digital GP Co. Limited | 0 | 4,750,216 | 0 | 4,750,216 | 4,750,216 | 6.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
So-Young International Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.0005 per share
(Title of Class of Securities)
83356Q108**
(CUSIP Number)
December 31, 2020
(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 applies to the American Depositary Shares (ADSs), evidenced by American Depositary Receipts. Thirteen ADSs represent ten Class A ordinary shares of the Issuer. |
The information required in the remainder of this cover page shall not be deemed to be filed for purposes 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. 83356Q108 | 13G | Page 2 of 13 Pages |
1. | Name of reporting persons:
Youthful Acquisition L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Guernsey |
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
0 | ||||
6. | Shared voting power:
4,750,216.15(1) | |||||
7. | Sole dispositive power:
0 | |||||
8. | Shared dispositive power:
4,750,216.15(1) |
9. | Aggregate amount beneficially owned by each reporting person:
4,750,216.15(1) | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
11. | Percent of class represented by amount in Row (9):
6.8%(2) | |||||
12. | Type of reporting person (see instructions):
PN |
(1) | Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares). |
(2) | The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Companys Form 6-K filed on November 25, 2020. |
CUSIP No. 83356Q108 | 13G | Page 3 of 13 Pages |
1. | Name of reporting persons:
Youthful GP Co. Limited | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Guernsey |
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
0 | ||||
6. | Shared voting power:
4,750,216.15(1) | |||||
7. | Sole dispositive power:
0 | |||||
8. | Shared dispositive power:
4,750,216.15(1) |
9. | Aggregate amount beneficially owned by each reporting person:
4,750,216.15(1) | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
11. | Percent of class represented by amount in Row (9):
6.8%(2) | |||||
12. | Type of reporting person (see instructions):
OO |
(1) | Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P. |
(2) | The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Companys Form 6-K filed on November 25, 2020. |
CUSIP No. 83356Q108 | 13G | Page 4 of 13 Pages |
1. | Name of reporting persons:
Apax Digital L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Guernsey |
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
0 | ||||
6. | Shared voting power:
4,750,216.15(1) | |||||
7. | Sole dispositive power:
0 | |||||
8. | Shared dispositive power:
4,750,216.15(1) |
9. | Aggregate amount beneficially owned by each reporting person:
4,750,216.15(1) | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
11. | Percent of class represented by amount in Row (9):
6.8%(2) | |||||
12. | Type of reporting person (see instructions):
PN |
(1) | Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P. |
(2) | The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Companys Form 6-K filed on November 25, 2020. |
CUSIP No. 83356Q108 | 13G | Page 5 of 13 Pages |
1. | Name of reporting persons:
Apax Digital Co-Investment L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Guernsey |
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
0 | ||||
6. | Shared voting power:
4,750,216.15(1) | |||||
7. | Sole dispositive power:
0 | |||||
8. | Shared dispositive power:
4,750,216.15(1) |
9. | Aggregate amount beneficially owned by each reporting person:
4,750,216.15(1) | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
11. | Percent of class represented by amount in Row (9):
6.8%(2) | |||||
12. | Type of reporting person (see instructions):
PN |
(1) | Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P. |
(2) | The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Companys Form 6-K filed on November 25, 2020. |
CUSIP No. 83356Q108 | 13G | Page 6 of 13 Pages |
1. | Name of reporting persons:
Apax Digital GP L.P. Inc | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Guernsey |
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
0 | ||||
6. | Shared voting power:
4,750,216.15(1) | |||||
7. | Sole dispositive power:
0 | |||||
8. | Shared dispositive power:
4,750,216.15(1) |
9. | Aggregate amount beneficially owned by each reporting person:
4,750,216.15(1) | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
11. | Percent of class represented by amount in Row (9):
6.8%(2) | |||||
12. | Type of reporting person (see instructions):
PN |
(1) | Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P. |
(2) | The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Companys Form 6-K filed on November 25, 2020. |
CUSIP No. 83356Q108 | 13G | Page 7 of 13 Pages |
1. | Name of reporting persons:
Apax Digital GP Co. Limited | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Guernsey |
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
0 | ||||
6. | Shared voting power:
4,750,216.15(1) | |||||
7. | Sole dispositive power:
0 | |||||
8. | Shared dispositive power:
4,750,216.15(1) |
9. | Aggregate amount beneficially owned by each reporting person:
4,750,216.15(1) | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
11. | Percent of class represented by amount in Row (9):
6.8%(2) | |||||
12. | Type of reporting person (see instructions):
OO |
(1) | Represents 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P. |
(2) | The calculation of the foregoing percentage is based on 70,130,618 Class A Shares of the Company outstanding as of September 30, 2020, as reported in the Companys Form 6-K filed on November 25, 2020. |
CUSIP No. 83356Q108 | 13G | Page 8 of 13 Pages |
Item 1. |
(a). Name of Issuer
So-Young International Inc. (the Company)
(b). Address of Issuers Principal Executive Offices:
Tower E, Ronsin Technology Center Chaoyang District, Beijing, Peoples Republic of China
Item 2(a). | Name of Person Filing |
Item 2(b). | Address of Principal Business Office |
Item 2(c). | Citizenship |
YOUTHFUL ACQUISITION L.P.
P.O. BOX 656
EAST WING, TRAFALGAR COURT, LES BANQUES
ST. PETER PORT, GUERNSEY GY1 3PP
PLACE OF ORGANIZATION: GUERNSEY
YOUTHFUL GP CO. LIMITED
P.O. BOX 656
EAST WING, TRAFALGAR COURT, LES BANQUES
ST. PETER PORT, GUERNSEY GY1 3PP
PLACE OF ORGANIZATION: GUERNSEY
APAX DIGITAL L.P.
3/F, ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX DIGITAL CO-INVESTMENT L.P.
3/F, ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX DIGITAL GP L.P. INC
3/F, ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX DIGITAL GP CO. LIMITED
3/F, ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Class A Shares (as defined below) reported herein are held by Youthful Acquisition L.P. Youthful Acquisition L.P. is majority beneficially owned by Apax Digital L.P. and Apax Digital Co-Investment L.P. Youthful GP Co. Limited is the general partner of Youthful Acquisition L.P. and is wholly owned by Apax Digital L.P. and Apax Digital Co-Investment L.P. Apax Digital GP L.P. Inc is the general partner of each of Apax Digital L.P. and Apax Digital Co-Investment L.P. Apax Digital GP Co. Limited is the general partner of Apax Digital GP L.P. Inc.
CUSIP No. 83356Q108 | 13G | Page 9 of 13 Pages |
Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value $0.0005 per share (Class A Shares). 13 American depositary shares (ADSs) represent 10 Class A Shares.
Item 2(e). | CUSIP Number: |
83356Q108
Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
Item 4. | Ownership. |
(a) | Amount beneficially owned: |
As of the date hereof each of the Reporting Persons may be deemed to be the beneficial owner of the 6,175,281 ADS (representing 4,750,216.15 Class A Shares) held by Youthful Acquisition L.P.
(b) | Percent of class: |
See Item 11 of each cover page.
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote |
See Item 5 of each cover page.
(ii) | Shared power to vote or to direct the vote |
See Item 6 of each cover page.
(iii) | Sole power to dispose or to direct the disposition of |
See Item 7 of each cover page.
(iv) | Shared power to dispose or to direct the disposition of |
See Item 8 of each cover page.
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 5 percent of the class of securities, check the following ☐.
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.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: January 26, 2021
Youthful Acquisition L.P. | ||
By: | Youthful GP Co. Limited, Its general partner | |
By: | /s/ Mark Babbe | |
Name: | Mark Babbe | |
Title: | Director of the General Partner | |
Youthful GP Co. Limited | ||
By: | /s/ Mark Babbe | |
Name: | Mark Babbe | |
Title: | Director | |
Apax Digital L.P. | ||
By: | Apax Digital GP Co. Limited | |
Its: | Investment Manager | |
By: | /s/ Andrew Guille | |
Name: | Andrew Guille | |
Title: | Director | |
By: | /s/ Mark Despres | |
Name: | Mark Despres | |
Title: | Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as Secretary | |
Apax Digital Co-Investment L.P. | ||
By: | Apax Digital GP Co. Limited | |
Its: | Investment Manager | |
By: | /s/ Andrew Guille | |
Name: | Andrew Guille | |
Title: | Director | |
By: | /s/ Mark Despres | |
Name: | Mark Despres | |
Title: | Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as Secretary |
[Signature Page to 13G Filing]
Apax Digital GP L.P. Inc | ||
By: | Apax Digital GP Co. Limited, Its general partner | |
By: | /s/ Andrew Guille | |
Name: | Andrew Guille | |
Title: | Director |
Apax Digital GP Co. Limited | ||
By: | /s/ Andrew Guille | |
Name: | Andrew Guille | |
Title: | Director |
[Signature Page to 13G Filing]