Filing Details

Accession Number:
0001193125-22-039967
Form Type:
13G Filing
Publication Date:
2022-02-13 19:00:00
Filed By:
Sc Us (ttgp), Ltd.
Company:
Dingdong (Cayman) Ltd
Filing Date:
2022-02-14
SEC Url:
13G 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
SCC GROWTH V HOLDCO P, LTD ( 147 SCC GROWTH V HOLDCO P 148 ) 0 16,711,750 0 16,711,750 16,711,750 5.6%
SEQUOIA CAPITAL CHINA GROWTH FUND V 0 16,711,750, 0 16,711,750, 16,711,750 5.6%
SC CHINA GROWTH V MANAGEMENT 0 16,711,750, 0 16,711,750, 16,711,750 5.6%
SC CHINA HOLDING LIMITED ( 147 SC CHINA HOLDING 148 ) 0 16,711,750, 0 16,711,750, 16,711,750 5.6%
SNP CHINA ENTERPRISES LIMITED ( 147 SNP CHINA ENTERPRISES 148 ) 0 16,711,750, 0 16,711,750, 16,711,750 5.6%
NEIL NANPENG SHEN ( 147 NS 148 ) 0 16,711,750, 0 16,711,750, 16,711,750 5.6%
Filing

 

 

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.     )*

 

 

Dingdong (Cayman) Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.000002 per share

(Title of Class of Securities)

25445D101

(CUSIP Number)

 

December 31, 2021

(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.

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).

 

 

 


  1    

  NAME OF REPORTING PERSON

 

  SCC GROWTH V HOLDCO P, LTD (SCC GROWTH V HOLDCO P)

  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

 

16,711,750

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

16,711,750

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  16,711,750

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.6%1

12  

  TYPE OF REPORTING PERSON

 

  OO

 

1

Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuers offering, as reported in the Issuers Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021.


  1    

  NAME OF REPORTING PERSON

 

  SEQUOIA CAPITAL CHINA GROWTH FUND V, L.P. (SEQUOIA CAPITAL CHINA GROWTH FUND V)

  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

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   16,711,750

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.6%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuers offering, as reported in the Issuers Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021.


  1    

  NAME OF REPORTING PERSON

 

  SC CHINA GROWTH V MANAGEMENT, L.P. (SC CHINA GROWTH V 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

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  16,711,750

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.6%1

12  

  TYPE OF REPORTING PERSON

 

  PN

 

1

Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuers offering, as reported in the Issuers Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021.


  1    

  NAME OF REPORTING PERSON

 

  SC CHINA HOLDING LIMITED (SC CHINA HOLDING)

  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

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  16,711,750

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.6%1

12  

  TYPE OF REPORTING PERSON

 

  OO

 

1

Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuers offering, as reported in the Issuers Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021.


  1    

  NAME OF REPORTING PERSON

 

  SNP CHINA ENTERPRISES LIMITED (SNP CHINA ENTERPRISES)

  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

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES.

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  16,711,750

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.6%1

12  

  TYPE OF REPORTING PERSON

 

  OO

 

1

Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuers offering, as reported in the Issuers Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021.


  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

 

  0

   6  

  SHARED VOTING POWER

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.

   7  

  SOLE DISPOSITIVE POWER

 

  0

   8  

  SHARED DISPOSITIVE POWER

 

16,711,750, of which 16,711,750 shares are directly owned by SCC GROWTH V HOLDCO P. SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  16,711,750

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  5.6%1

12  

  TYPE OF REPORTING PERSON

 

  IN

 

1

Based on a total of 299,533,200 shares of Class A Ordinary Shares outstanding immediately following the Issuers offering, as reported in the Issuers Rule 424B Prospectus filed with the Securities and Exchange Commission on June 30, 2021.


ITEM 1.

(a) Name of Issuer:

Dingdong (Cayman) Limited

(b) Address of Issuers Principal Executive Offices:

Building 6, 500 Shengxia Road,

Shanghai, 200125

Peoples Republic of China

ITEM 2.

(a) Name of Persons Filing:

SCC Growth Holdco P, Ltd.

Sequoia Capital China Growth Fund V, L.P.

SC China Growth V Management, L.P.

SC China Holding Limited

SNP China Enterprises Limited

Neil Nanpeng Shen

SEQUOIA CAPITAL CHINA GROWTH FUND V wholly owns SCC GROWTH V HOLDCO P. The General Partner of SEQUOIA CAPITAL CHINA GROWTH FUND V is SC CHINA GROWTH V MGMT. The General Partner of SC CHINA GROWTH V MGMT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

(c) Citizenship:

SCC GROWTH V HOLDCO P, SEQUOIA CAPITAL CHINA GROWTH FUND V, SC CHINA GROWTH V MGMT, SC CHINA HOLDING: Cayman Islands

SNP CHINA ENTERPRISES: British Virgin Islands

NS: Hong Kong SAR

(d) CUSIP Number:

25445D101

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 ☐.

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 my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022

 

SCC Growth V Holdco P, Ltd.
By: Sequoia Capital China Growth Fund V, L.P., its sole owner
By: SC China Growth V Management, L.P., its General Partner
By: SC China Holding Limited, its General Partner
By: SNP China Enterprises Limited, its sole owner
By:  

/s/ Neil Nanpeng Shen

  Neil Nanpeng Shen, Authorized Signatory

Sequoia Capital China Growth Fund V, L.P.
By: SC China Growth V Management, L.P., its General Partner
By: SC China Holding Limited, its General Partner
By: SNP China Enterprises Limited, its sole owner
By:  

/s/ Neil Nanpeng Shen

  Neil Nanpeng Shen, Authorized Signatory
SC China Growth V Management, L.P.
By: SC China Holding Limited, its General Partner
By: SNP China Enterprises Limited, its sole owner
By:  

/s/ Neil Nanpeng Shen

  Neil Nanpeng Shen, Authorized Signatory
SC China Holding Limited
By: SNP China Enterprises Limited, its sole owner
By:  

/s/ Neil Nanpeng Shen

  Neil Nanpeng Shen, Authorized Signatory
SNP China Enterprises Limited
By:  

/s/ Neil Nanpeng Shen

  Neil Nanpeng Shen, Authorized Signatory
Neil Nanpeng Shen
By:  

/s/ Neil Nanpeng Shen

  Neil Nanpeng Shen