Filing Details

Accession Number:
0001193125-22-041249
Form Type:
13G Filing
Publication Date:
2022-02-13 19:00:00
Filed By:
William Cao Wei
Company:
Gracell Biotechnologies Inc.
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
William Wei Cao 93,231,540 0 93,231,540 0 93,231,540 26.9%
Gracell Venture Holdings Limited 92,347,450 0 92,347,450 0 92,347,450 26.7%
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.                )*

 

 

Gracell Biotechnologies Inc.

(Name of Issuer)

Ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

38406L 103**

(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 disclosures provided in a prior cover page.

 

**

CUSIP number 38406L 103 has been assigned to the American depositary shares (ADSs) of the issuer, which are quoted on The Nasdaq Global Select Market under the symbol GRCL. Each ADS represents five ordinary shares of the issuer. No CUSIP has been assigned to the Issuers 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 (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).

 

 

 


 

Name of Reporting Person

 

William Wei Cao

 

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

 

SEC Use Only

 

 

Citizenship or Place of Organization

 

Peoples Republic of China

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

93,231,540 (1)

     

Shared Voting Power

 

0

     

Sole Dispositive Power

 

93,231,540 (1)

     

Shared Dispositive Power

 

0

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

93,231,540 (1)

10   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

 

11   

Percent of Class Represented by Amount in Row 9

 

26.9% (2)

12   

Type of Reporting Person

 

IN

 

 

(1)

Represents (i) 92,090,000 ordinary shares directly held by Gracell Venture Holdings Limited, (ii) 51,490 ADSs directly held by Gracell Venture Holdings Limited, representing 257,450 ordinary shares, and (iii) 176,818 ADSs that William Wei Cao has the rights to acquire within 60 days of December 31, 2021, representing 884,090 ordinary shares. Gracell Venture Holdings Limited is a company incorporated in the British Virgin Islands. Gracell Venture Holdings Limited is wholly owned by Land Blossom Limited, a company incorporated in the British Virgin Islands. Land Blossom Limited, under The Cao Family Trust, or the Trust, established under the law of Republic of Singapore and managed by VISTRA Trust (Singapore) Pte. Limited, or the Trustee, is wholly owned and managed by the Trustee. Dr. William William Wei Cao is the Settlor of the Trust and Dr. Cao and his family members are the Trusts beneficiaries. Under the terms of the Trust, Dr. Cao has the power to direct the Trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Gracell Venture Holdings Limited in the Issuer.

(2)

Calculation is based on a total of 346,282,226 ordinary shares of the Issuer outstanding as of December 31, 2021.

 

2


 

Name of Reporting Person

 

Gracell Venture Holdings Limited

 

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

 

SEC Use Only

 

 

Citizenship or Place of Organization

 

British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

92,347,450 (3)

     

Shared Voting Power

 

0

     

Sole Dispositive Power

 

92,347,450 (3)

     

Shared Dispositive Power

 

0

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

92,347,450 (3)

10   

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

 

11   

Percent of Class Represented by Amount in Row 9

 

26.7% (4)

12   

Type of Reporting Person

 

CO

 

 

(3)

Represents (i) 92,090,000 ordinary shares and (ii) 51,490 ADSs, representing 257,450 ordinary shares, directly held by Gracell Venture Holdings Limited, a company incorporated in the British Virgin Islands. Gracell Venture Holdings Limited is wholly owned by Land Blossom Limited, a company incorporated in the British Virgin Islands. Land Blossom Limited, under The Cao Family Trust, or the Trust, established under the law of Republic of Singapore and managed by VISTRA Trust (Singapore) Pte. Limited, or the Trustee, is wholly owned and managed by the Trustee. Dr. William William Wei Cao is the Settlor of the Trust and Dr. Cao and his family members are the Trusts beneficiaries. Under the terms of the Trust, Dr. Cao has the power to direct the Trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Gracell Venture Holdings Limited in the Issuer.

(4)

Calculation is based on a total of 346,282,226 ordinary shares of the Issuer outstanding as of December 31, 2021.

 

3


Item 1(a).   Name of Issuer:
Gracell Biotechnologies Inc. (the Issuer)
Item 1(b).  

Address of Issuers Principal Executive Offices:
Building 12, Block B, Phase II

Biobay Industrial Park, 218 Sangtian St., Suzhou Industrial Park

Peoples Republic of China

Item 2(a).  

Name of Person Filing:
(i) William Wei Cao, and

(ii) Gracell Venture Holdings Limited

(collectively, the Reporting Persons).

Item 2(b).  

Address of Principal Business Office or, if none, Residence:
The addresses of the Reporting Persons are:

 

(i) William Wei Cao:

Building 12, Block B, Phase II

Biobay Industrial Park, 218 Sangtian St., Suzhou Industrial Park

Peoples Republic of China

 

(ii) Gracell Venture Holdings Limited:

Sertus Chambers, P.O. Box 905

Quastisky Building, Road Town, Tortola

British Virgin Islands

Item 2(c)  

Citizenship:

William Wei Cao Peoples Republic of China

Gracell Venture Holdings Limited British Virgin Islands

Item 2(d).  

Title of Class of Securities:

Ordinary shares, par value US$0.0001 per share

Item 2(e).   CUSIP Number:
38406L 103. This CUSIP number applies to the American depositary shares, each representing five ordinary shares of the Issuer.
Item 3.   If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

 

  Not applicable

 

Item 4.

Ownership:

 

Reporting Person

   Amount
beneficially
owned:
     Percent
of class(1):
    Percent of
aggregate
voting
power:
    Sole power to
vote
or direct
the vote:
     Shared
power
to vote or
to direct
the vote:
     Sole power
to
dispose or to
direct the
disposition
of:
     Shared
power
to dispose or
to direct the
disposition of:
 

William Wei Cao

     93,231,540        26.9 %     26.9 %     93,231,540        0        93,231,540        0  

Gracell Venture Holdings Limited

     92,347,450        26.7 %     26.7 %     92,347,450        0        92,347,450        0  

 

(1)

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 346,282,226 ordinary shares of the Issuer outstanding as of December 31, 2021.

 

4


Item 5.   Ownership of Five Percent or Less of a Class:

 

  Not applicable
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 or Controlling Person:

 

  Not applicable
Item 8.   Identification and Classification of Members of the Group:

 

  See Item 2(a) in lieu of an exhibit.
Item 9.   Notice of Dissolution of Group:

 

  Not applicable
Item 10.   Certifications:

 

  Not applicable

 

5


LIST OF EXHIBIT

 

Exhibit No.

  

Description

99.1    Joint Filing Agreement

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.

Dated: February 14, 2022

 

William Wei Cao

/s/ William Wei Cao

Gracell Venture Holdings Limited

By: /s/ William Wei Cao

Name: William Wei Cao

Title: Director