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.

  747798 106

1

Names of Reporting Persons

SOURCE CODE INVESTMENT MERCURY CO.

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

Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

45,041,814 Class A ordinary shares

6

Shared Voting Power

0

7

Sole Dispositive Power

45,041,814 Class A ordinary shares

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

45,041,814 Class A ordinary shares

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)

17.2% of Class A ordinary shares (or 13.8% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)

CO

1

Names of Reporting Persons

SOURCE CODE ACCELERATE L.P.

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

Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

45,041,814 Class A ordinary shares

6

Shared Voting Power

0

7

Sole Dispositive Power

45,041,814 Class A ordinary shares

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

45,041,814 Class A ordinary shares

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)

17.2% of Class A ordinary shares (or 13.8% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)

PN

Item 1.

(a)

Name of Issuer:
Qudian Inc.

(b)

Address of Issuers Principal Executive Offices:
15/F Lvge Industrial Building

1 Datun

Chaoyang District, Beijing 100012

Peoples Republic of China

Item 2.

(a)

Name of Person Filing:

(i)           Source Code Investment Mercury Co. (Source Code Investment), a company organized under the law of the Cayman Islands; and

(ii)          Source Code Accelerate L.P. (Source Code Accelerate), a limited liability partnership organized under the law of Cayman Islands, of which Source Code Investment is the general partner.

(b)

Address of Principal Business Office or, if none, Residence:

(i)           The address of the principal business office of Source Code Investment is Harneys Services (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, George Town, P. O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

(ii)          The address of the principal business office of Source Code Accelerate is Harneys Services (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, George Town, P. O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

(c)

Citizenship:
(i)            Source Code Investment Cayman Islands

(ii)           Source Code Accelerate Cayman Islands

(d)

Title and Class of Securities:

Class A ordinary shares, par value US$0.0001 per share

(e)

CUSIP No.:

747798 106

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:

Not applicable.

Item 4.

Ownership

Reporting
Person(1)

Amount
beneficially
owned(1)

Percent of
class(2)

Sole power
to vote or
direct to
vote(1)

Shared
power to
vote or to
direct the
vote

Sole power
to
dispose or
to
direct the
disposition
of(1)

Shared
power
to dispose
or
to direct the
disposition
of

Source Code Investment

45,041,814

17.2

%

45,041,814

0

45,041,814

0

Source Code Accelerate

45,041,814

17.2

%

45,041,814

0

45,041,814

0

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 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.

SOURCE CODE INVESTMENT MERCURY CO.

By:

/s/ Cao Yi

Name:

Cao Yi

Title:

Authorized Signatory

SOURCE CODE ACCELERATE L.P.

By:

/s/ Cao Yi

Name:

Cao Yi

Title:

Authorized Signatory

Exhibit No.

Description

99.1

Joint Filing Agreement