Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 08653C106(2)

1

Names of Reporting Persons
Shao-Ning Johnny Chou

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   o

(b)   o

3

SEC Use Only

4

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
47,790,698(3)

6

Shared Voting Power
0

7

Sole Dispositive Power
47,790,698(3)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
47,790,698(3)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o

11

Percent of Class Represented by Amount in Row (9)
17.1%* of Class A ordinary shares (representing 12.8%(4) of the total issued and outstanding ordinary shares of the Issuer)

12

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer:
BEST Inc.

(b)

Address of Issuers Principal Executive Offices:
2nd Floor, Block A, Huaxing Modern Industry Park

No. 18 Tangmiao Road, Xihu District, Hangzhou

Zhejiang Province 310013

Peoples Republic of China

Item 2.

(a)

Name of Person Filing:
Shao-Ning Johnny Chou

(b)

Address of Principal Business Office or, if none, Residence:
c/o BEST Inc., 2nd Floor, Block A, Huaxing Modern Industry Park, No. 18 Tangmiao Road, Xihu District, Hangzhou, Zhejiang Province 310013, Peoples Republic of China

(c)

Citizenship:
United States of America

(d)

Title and Class of Securities:
Class A ordinary shares, US$0.01 par value per share

(e)

CUSIP No.:
08653C106(5)

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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

Mr. Shao-Ning Johnny Chou beneficially owns 47,790,698 Class C ordinary shares issued by BEST Inc. (the Issuer).

Convertibility of Class C ordinary shares into Class A ordinary shares

Each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class C ordinary shares under any circumstances.

Voting and Dispositive Power

By virtue of his beneficial ownership of 47,790,698 Class C ordinary shares, Mr. Chou may be deemed to beneficially own in aggregate 47,790,698, or 17.1%, of the Issuers Class A ordinary shares (representing 12.8%(6) of the total issued and outstanding ordinary shares of the Issuer), assuming only the conversion of all Class C ordinary shares beneficially owned by him. Mr. Shao-Ning Johnny Chou may thereby be deemed to have sole voting and dispositive power over more than five percent of the Issuers Class A ordinary shares.

Each Class A ordinary share is entitled to one vote, each Class B ordinary share is entitled to 15 votes, and each Class C ordinary share is entitled to 30 votes at general meetings of the Issuers shareholders. The Class C ordinary shares beneficially owned by Mr. Chou represent 46.6% of the aggregate voting power of the Issuers issued and outstanding share capital.

Calculations

Unless otherwise noted, the shareholding percentages used in this Schedule 13G are calculated using 279,709,150 Class A ordinary shares as the denominator, which is equal to the sum of (a) a total of 231,918,452 Class A ordinary shares of the Issuer issued and outstanding as of November 16, 2017, the date of the Issuers earnings release for the third quarter of fiscal year 2017, which was reported on the Issuers current report on Form 6-K furnished on November 17, 2017, and (b) 47,790,698 Class A ordinary shares assumed to be converted from all Class C ordinary shares beneficially owned by Mr. Chou at a conversion rate of 1:1. Beneficial ownership information is presented as of December 31, 2017.

(a)

Amount beneficially owned:   

47,790,698

(b)

Percent of class:   

17.1%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

 47,790,698

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

47,790,698

(iv)

Shared power to dispose or to direct the disposition of:   

0

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 5 percent of the class of securities, check the following   o.

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 Control Person.

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.

Certifications.

Not applicable.

Dated: February 6, 2018

/s/ Shao-Ning Johnny Chou

Shao-Ning Johnny Chou