Filing Details

---

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  2)*

 

 

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 Rule 13d-1(e)(f) or (g), check the following box ☐.

^* 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).

 

---

 

 

 

(1)     This amount reflects 7,309,057 shares of common stock issuable under each of Warrant 1 and Warrant 2.

Item 2.     Identity and Background.

Item 2 of the Schedule 13D filed by Primavera Capital Management Ltd, a Cayman Islands exempted company with limited liability ("Primavera Management"), and Pollos Investment GP Ltd, a Cayman Islands exempted company with limited liability ("Pollos GP"), with the Securities and Exchange Commission on November 15, 2016 (the "Prior Schedule 13D"), is hereby amended and restated in its entirety as follows:

Each of Primavera Holdings Limited, a Cayman Islands exempted company with limited liability which is the parent company of Primavera Management, Pollos GP and Pollos Upside GP ("Primavera Holdings"), and Fred Zuliu Hu, a citizen of Hong Kong, who is a director, and the principal shareholder and control person of Primavera Holdings (together, the "Additional Disclosed Persons") could be deemed to control the Reporting Persons and information regarding such Additional Disclosed Persons is accordingly furnished in Items 2-6 herein.  Further information regarding the identities and background of the Reporting Persons and the Additional Disclosed Persons (together, the "Disclosed Parties") is set forth in Appendix 1 hereto.

During the last five years, none of the Disclosed Parties, nor, to the best knowledge of the Disclosed Parties, any of their respective executive officers, their respective directors, or any other persons controlling them has: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5 of the Prior Schedule 13D, is hereby amended and restated in its entirety as follows:

Based on the most recent information available to the Reporting Persons, Yum China Holdings, Inc. (the "Company") has 398,952,955 Shares outstanding (including the Shares issuable under Warrant 1 and Warrant 2 (as such terms are defined in the Investment Agreement dated September 1, 2016 among YUM! Brands, Inc. (the "Parent Company"), the Company and Pollos Investment, filed as Exhibit 10.11 to the Company's Amended Form 10 filed on September 16, 2016 (the "Investment Agreement")).  As of June 30, 2017, the Reporting Persons may be deemed to beneficially own 30,982,892 Shares, which represents approximately 7.8% of the outstanding Shares.  The number of Shares which may be deemed to be beneficially owned by the Disclosed Parties are as follows:

Shares Deemed to be Beneficially Owned By:	Nature of Ownership	Percentage of Class
(A) Primavera Management:
30,982,892	Sole Voting and Sole Dispositive Power  (1)	7.8%
(B) Pollos GP:
16,364,778	Shared Voting and Shared Dispositive Power  (2)	4.3%
(C) Pollos Upside GP: 14,618,114	Shared Voting and Shared Dispositive Power  (3)	3.7%
(D) Primavera Holdings:
0	None	0%
(E) Fred Zuliu Hu:
8,710	Sole Voting and Sole Dispositive Power  (4)	0%

 

 

Item 7.     Materials Filed as Exhibits.

Exhibit B – Joint Filing Agreement

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, the Disclosed Parties expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.

[Signature page follows]

OFFICERS AND CONTROL PERSONS OF AND CERTAIN ADDITIONAL INFORMATION REGARDING THE DISCLOSED PARTIES

Fred Zuliu Hu is the principal shareholder and a director of Primavera Holdings Limited and Mr. Hu's principal occupation is as a partner of Primavera Capital Group fund entities.  His business address is: