Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)**

 

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

 

with a copy to:

 

 

 

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 person's 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).

 

**   This CUSIP number applies to the American depositary shares of the Issuer, each representing one Ordinary Share. No CUSIP has been assigned to the Ordinary Shares.

 

 

CUSIP No.

50187J108

 

 

1                                           Include (i) 370,833 Ordinary Shares held by Mr. Zhou, (ii) 203,240 Ordinary Shares and 1,706,279 Ordinary Shares represented by 1,706,279 ADSs held by On Chance Inc. (On Chance), a British Virgin Islands company solely owned and controlled by Mr. Zhou, (iii) 889,506 Ordinary Shares held by Kanrich Holdings Limited (Kanrich), a British Virgin Islands company solely owned and controlled by Mr. Zhou, (iv) 483,250 Ordinary Shares held by Jun Heng Investment Limited (Jun Heng), a British Virgin Islands company solely beneficially owned by Mr. Zhou indirectly through On Chance and controlled by Mr. Zhou, (v) 53,043,733 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings, and (vi) 33,333 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after April 25, 2017.

 

2                                           This calculation is based on 135,763,962 Ordinary Shares outstanding as of March 31, 2017 (excluding 4,205,458 Ordinary Shares that had been issued to the depositary of the Issuer and reserved for future grants under the Issuers share incentive plan) disclosed in the Issuers annual report on Form 20-F for the fiscal year ended December 31, 2016 filed with the Commission on April 21, 2017.

 

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CUSIP No.

90138A103

 

 

1                                           Include 53,043,733 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings.

 

2                                           This calculation is based on 135,763,962 Ordinary Shares outstanding as of March 31, 2017 (excluding 4,205,458 Ordinary Shares that had been issued to the depositary of the Issuer and reserved for future grants under the Issuers share incentive plan) disclosed in the Issuers annual report on Form 20-F for the fiscal year ended December 31, 2016 filed with the Commission on April 21, 2017.

 

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This statement on Schedule 13D (the Schedule 13D) constitutes Amendment No. 2 to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the Commission) on August 22, 2016, as amended by Amendment No. 1 filed on January 4, 2017, (collectively the Original Filings) by each of Mr. Xin Zhou (Mr. Zhou) and E-House Holdings Ltd. (E-House Holdings), with respect to the ordinary shares, par value $0.001 per share (the Ordinary Shares) of Leju Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the Issuer). Except as amended hereby, the Original Filings remain in full force and effect. Capitalized terms used but not defined in this Schedule 13D have the meanings ascribed to them in the Original Filings.

 

Item 3.           Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

Up to April 25, 2017, Mr. Zhou acquired, through On Chance, an aggregate of 1,706,279 ADSs, representing 1,706,279 Ordinary Shares of the Issuers total issued and outstanding Shares.

 

Item 5.           Interest in Securities of the Issuer

 

Item 5(a)-(b) of the Schedule 13D is hereby amended and restated as follows:

 

The responses of Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

 

As of April 25, 2017, Mr. Zhous beneficial ownership in the Issuer equals to 56,911,099 Ordinary Shares, representing approximately 41.9% of the total issued and outstanding Ordinary Shares.  The 56,911,099 Ordinary Shares beneficially owned by Mr. Zhou include (i) 370,833 Ordinary Shares held by Mr. Zhou, (ii) 203,240 Ordinary Shares and 1,706,279 Ordinary Shares represented by 1,706,279 ADSs held by On Chance, (iii) 889,506 Ordinary Shares held by Kanrich, (iv) 483,250 Ordinary Shares held by Jun Heng, (v) 53,043,733 Ordinary Shares and 180,925 Ordinary Shares represented by 180,925 ADSs held by E-House (China) Holdings Limited, a wholly owned subsidiary of E-House Holdings, and (vi) 33,333 Ordinary Shares issuable to Mr. Zhou upon exercise of options or vesting of restricted shares within 60 days after April 25, 2017.

 

Mr. Zhou holds 90.5% of the shares of E-House Holdings and is a director of E-House Holdings. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Ordinary Shares of the Issuer indirectly held by E-House Holdings through E-House (China) Holdings Limited. The information with respect to Ordinary Shares that may be deemed to be beneficially owned by each director and officer of E-House Holdings is set forth on Schedule A-2 hereto, which is incorporated herein by reference.

 

Mr. Zhou disclaims beneficial ownership of the Ordinary Shares owned by E-House Holdings except to the extent of his pecuniary interest therein.

 

The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 135,763,962 Ordinary Shares outstanding as of March 31, 2017 (excluding 4,205,458 Ordinary Shares that had been issued to the depositary of the Issuer and reserved for future grants under the Issuers share incentive plan) disclosed in the Issuers annual report on Form 20-F for the fiscal year ended December 31, 2016 filed with the Commission on April 21, 2017.

 

Except as disclosed in this Schedule 13D, neither of the Reporting Persons or, to the best of their knowledge, any of the persons listed on Schedule A-1 hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.

 

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SIGNATURE

 

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

 

	Date: April 26, 2017
	Xin Zhou
	/s/ Xin Zhou
	E-House Holdings Ltd.
	By:	/s/ Xin Zhou
		Name:	Xin Zhou
		Title:	Director

 

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SCHEDULE A-1

 

Directors and Executive Officers of E-House Holdings

 

Name		Position with E-House Holdings		Present Principal Occupation		Business Address		Citizenship
Xin Zhou		Director		Director of E-House Holdings		11/F, Yinli Building, 383 Guangyan Road, Jingan District, Shanghai 200072, Peoples Republic of China		Hong Kong S.A.R.
Neil Nanpeng Shen		Director		Founding Managing Partner of Sequoia Capital China		Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong		Hong Kong S.A.R.

 

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SCHEDULE A-2

 

Ordinary Shares Beneficially Owned by the Directors and Executive Officers of E-House Holdings

 

		Ordinary Shares Beneficially Owned
		Number		% (1)
Directors and Executive Officers
Xin Zhou		56,911,099		41.9	%
Neil Nanpeng Shen		197,524	(2)	0.1	%

 

(1)                                 For each person included in this table, the percentage of beneficial ownership is calculated based on (i) 135,763,962 Ordinary Shares outstanding as of March 31, 2017, and (ii) the number of Ordinary Shares issuable to such person upon exercise of options or vesting of restricted shares within 60 days after April 25, 2017.

 

(2)                                 Include (i) 1,750 Ordinary Shares held by Mr. Shen, (ii) 104,244 Ordinary Shares held by Smart Create Group Limited, a British Virgin Islands company controlled by Mr. Shen, (iii) 68,197 Ordinary Shares held by Smart Master International Limited, a British Virgin Islands company controlled by Mr. Shen, and (iv) 23,333 Ordinary Shares issuable to Mr. Shen upon exercise of options or vesting of restricted shares within 60 days after April 25, 2017.

 

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