Filing Details
- Accession Number:
- 0001193125-22-040931
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-13 19:00:00
- Filed By:
- Sb Global Advisers Ltd
- Company:
- Ke Holdings Inc. (NYSE:BEKE)
- Filing Date:
- 2022-02-14
- 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 |
|---|---|---|---|---|---|---|
| SB Global Advisers Limited | 0 | 219,080,949 | 0 | 219,080,949 | 219,080,949 | 8.2% |
| SoftBank Vision Fund II | 0 | 219,080,949 | 0 | 219,080,949 | 219,080,949 | 8.2% |
| SVF II Aggregator (Jersey) | 0 | 219,080,949 | 0 | 219,080,949 | 219,080,949 | 8.2% |
| SVF II Holdings (DE) | 0 | 219,080,949 | 0 | 219,080,949 | 219,080,949 | 8.2% |
| SVF II Holdings Subco (DE) | 0 | 219,080,949 | 0 | 219,080,949 | 219,080,949 | 8.2% |
| SVF II Buzzard (Cayman) | 0 | 219,080,949 | 0 | 219,080,949 | 219,080,949 | 8.2% |
| SB Investment Advisers (UK) Limited | 0 | 0 | 0 | 0 | 0 | 0.0% |
| SVF II Shell Subco (Singapore) Pte. Ltd | 0 | 0 | 0 | 0 | 0 | 0.0% |
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. 1)*
KE Holdings Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.00002 per share
(Title of Class of Securities)
482497104
(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).
| CUSIP No. 482497104 | Schedule 13G | Page 1 of 14 |
| 1 | Names of Reporting Persons
SB Global Advisers Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
219,080,949 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
219,080,949 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
219,080,949 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.2% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 482497104 | Schedule 13G | Page 2 of 14 |
| 1 | Names of Reporting Persons
SoftBank Vision Fund II-2 L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
219,080,949 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
219,080,949 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
219,080,949 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 482497104 | Schedule 13G | Page 3 of 14 |
| 1 | Names of Reporting Persons
SVF II Aggregator (Jersey) LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
219,080,949 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
219,080,949 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
219,080,949 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 482497104 | Schedule 13G | Page 4 of 14 |
| 1 | Names of Reporting Persons
SVF II Holdings (DE) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
219,080,949 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
219,080,949 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
219,080,949 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.2% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 482497104 | Schedule 13G | Page 5 of 14 |
| 1 | Names of Reporting Persons
SVF II Holdings Subco (DE) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
219,080,949 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
219,080,949 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
219,080,949 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.2% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 482497104 | Schedule 13G | Page 6 of 14 |
| 1 | Names of Reporting Persons
SVF II Buzzard (Cayman) LP | |||||
| 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
219,080,949 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
219,080,949 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
219,080,949 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 482497104 | Schedule 13G | Page 7 of 14 |
| 1 | Names of Reporting Persons
SB Investment Advisers (UK) Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 482497104 | Schedule 13G | Page 8 of 14 |
| 1 | Names of Reporting Persons
SVF II Shell Subco (Singapore) Pte. Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 482497104 | Schedule 13G | Page 9 of 14 |
| ITEM 1. | (a) | Name of Issuer: | ||
| KE Holdings Inc. (the Issuer) | ||||
| (b) | Address of Issuers Principal Executive Offices: | |||
| Oriental Electronic Technology Building, | ||||
| No. 2 Chuangye Road, Haidian District, | ||||
| Beijing 100086 | ||||
| Peoples Republic of China | ||||
| ITEM 2. | (a) | Name of Person Filing: | ||
| Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of: | ||||
| SB Global Advisers Limited (SBGA) | ||||
| SoftBank Vision Fund II-2 L.P. (SVF II-2) | ||||
| SVF II Aggregator (Jersey) LP (Aggregator) | ||||
| SVF II Holdings (DE) LLC (Holdings) | ||||
| SVF II Holdings Subco (DE) LLC (Subco) | ||||
| SVF II Buzzard (Cayman) LP (Buzzard) | ||||
| SB Investment Advisers (UK) Limited (SBIA UK) | ||||
| SVF II Shell Subco (Singapore) Pte. Ltd. (Shell Subco) | ||||
| (b) | Address or Principal Business Office: | |||
| The address for each of SBGA and SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for SVF II-2 and Aggregator is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey JE1 0BD. The address for Holdings and Subco 251 Little Falls Drive, Wilmington, DE 19808. The address for Buzzard is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The address for Shell Subco is 138 Market Street, #27-01A, Capitagreen, Singapore 048946. | ||||
| (c) | Citizenship of each Reporting Person is: | |||
| SBGA and SBIA UK are each organized under the laws of England and Wales. SVF II-2 and Aggregator are organized under the laws of Jersey. Holdings and Subco are organized under the laws of the State of Delaware. Buzzard is organized under the laws of the Cayman Islands. Shell Subco is organized under the laws of Singapore. | ||||
| CUSIP No. 482497104 | Schedule 13G | Page 10 of 14 |
| (d) | Title of Class of Securities: |
Class A Ordinary Shares, par value $0.00002 per share (Ordinary Shares).
| (e) | CUSIP Number: |
482497104
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2021, based upon 2,687,391,656 Ordinary Shares outstanding as of September 30, 2021, as reported in the Issuers Form 6-K filed with the Securities and Exchange Commission on November 9, 2021.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| SB Global Advisers Limited | 219,080,949 | 8.2 | % | 0 | 219,080,949 | 0 | 219,080,949 | |||||||||||||||||
| SoftBank Vision Fund II-2 L.P. | 219,080,949 | 8.2 | % | 0 | 219,080,949 | 0 | 219,080,949 | |||||||||||||||||
| SVF II Aggregator (Jersey) LP | 219,080,949 | 8.2 | % | 0 | 219,080,949 | 0 | 219,080,949 | |||||||||||||||||
| SVF II Holdings (DE) LLC | 219,080,949 | 8.2 | % | 0 | 219,080,949 | 0 | 219,080,949 | |||||||||||||||||
| SVF II Holdings Subco (DE) LLC | 219,080,949 | 8.2 | % | 0 | 219,080,949 | 0 | 219,080,949 | |||||||||||||||||
| SVF II Buzzard (Cayman) LP | 219,080,949 | 8.2 | % | 0 | 219,080,949 | 0 | 219,080,949 | |||||||||||||||||
| SB Investment Advisers (UK) Limited | 0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| SVF II Shell Subco (Singapore) Pte. Ltd. | 0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Buzzard is the record holder of the securities reported herein. SVF II-2 is the sole limited partner of Aggregator, which is the sole member of Holdings, which is the sole member of Subco, which is the general partner of Buzzard.
SBGA has been appointed as manager and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
| CUSIP No. 482497104 | Schedule 13G | Page 11 of 14 |
Following an internal reorganization on, each of SBIA UK and Shell Subco ceased to be the beneficial owner of the securities reported herein.
| 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 ☒.
Following an internal reorganization on, each of SBIA UK and Shell Subco ceased to be the beneficial owner of the securities reported herein.
| 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. 482497104 | Schedule 13G | Page 12 of 14 |
SIGNATURE
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.
Date: February 14, 2022
| SB Global Advisers Limited | ||
| By: | /s/ Spencer Collins | |
| Name: | Spencer Collins | |
| Title: | Director | |
| SoftBank Vision Fund II-2 L.P. | ||
| By: SB Global Advisers Limited, its Manager | ||
| By: | /s/ Spencer Collins | |
| Name: | Spencer Collins | |
| Title: | Director | |
| SVF II Aggregator (Jersey) L.P. | ||
| By: SB Global Advisers Limited, its Manager | ||
| By: | /s/ Spencer Collins | |
| Name: | Spencer Collins | |
| Title: | Director | |
| SVF II Holdings (DE) LLC | ||
| By: | /s/ Ian McLean | |
| Name: | Ian McLean | |
| Title: | Director | |
| SVF II Holdings Subco (DE) LLC | ||
| By: | /s/ Ian McLean | |
| Name: | Ian McLean | |
| Title: | Director | |
| SVF II Buzzard (Cayman) LP | ||
| By: SVF II Buzzard (Cayman) GP Limited, its general partner | ||
| By: | /s/ Karen Ellerbe | |
| Name: | Karen Ellerbe | |
| Title: | Director | |
| CUSIP No. 482497104 | Schedule 13G | Page 13 of 14 |
| SB Investment Advisers (UK) Limited | ||
| By: | /s/ Spencer Collins | |
| Name: | Spencer Collins | |
| Title: | General Counsel | |
| SVF II Shell Subco (Singapore) Pte. Ltd. | ||
| By: | /s/ Spencer Collins | |
| Name: | Spencer Collins | |
| Title: | General Counsel | |
| CUSIP No. 482497104 | Schedule 13G | Page 14 of 14 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |