Filing Details
- Accession Number:
- 0001193125-18-134956
- Form Type:
- 13D Filing
- Publication Date:
- 2018-04-26 16:37:04
- Filed By:
- Sequoia Capital China Growth Fund I Lp
- Company:
- China Online Education Group (NYSE:COE)
- Filing Date:
- 2018-04-26
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| SCC Venture V Holdco I, Ltd | 0 | 36,285,762 | 0 | 36,285,762 | 36,285,762 | 32.0% |
| Sequoia Capital China Venture Fund V | 0 | 36,285,762 | 0 | 36,285,762 | 36,285,762 | 32.0% |
| SC China Venture V Management | 0 | 36,285,762 | 0 | 36,285,762 | 36,285,762 | 32.0% |
| SCC Growth I Holdco A, Ltd | 0 | 14,694,526 | 0 | 14,694,526 | 14,694,526 | 16.7% |
| Sequoia Capital China Growth Fund I | 0 | 14,694,526 | 0 | 14,694,526 | 14,694,526 | 16.7% |
| Sequoia Capital China Growth Fund Management I | 0 | 14,694,526 | 0 | 14,694,526 | 14,694,526 | 16.7% |
| SC China Holding Limited | 0 | 50,980,288 | 0 | 50,980,288 | 50,980,288 | 41.1% |
| SNP China Enterprises Limited | 0 | 50,980,288 | 0 | 50,980,288 | 50,980,288 | 41.1% |
| Nan Peng Shen | 0 | 50,980,288 | 0 | 50,980,288 | 50,980,288 | 41.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
China Online Education Group
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value per share
(Title of Class of Securities)
16954L105
(CUSIP Number)
Sequoia Capital China Growth Fund I, L.P.
c/o Codan Trust Company (Cayman) Limited
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111, Cayman Islands
(852) 2501 8989
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with copies to:
Craig Marcus
Ropes &Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7802
April 24, 2018
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting 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. |
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).
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 2 of 14 |
| 1. | Names of Reporting Persons.
SCC Venture V Holdco I, Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
36,285,762 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
36,285,762 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
36,285,762 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
32.0%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| 1 | The percentage is based upon 77,120,858 Class A ordinary shares of the Issuer outstanding as of December 31, 2017, as set forth in the Issuers Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 24, 2018. |
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 3 of 14 |
| 1. | Names of Reporting Persons.
Sequoia Capital China Venture Fund V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
36,285,762 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
36,285,762 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
36,285,762 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
32.0%2 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| 2 | The percentage is based upon 77,120,858 Class A ordinary shares of the Issuer outstanding as of December 31, 2017, as set forth in the Issuers Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 24, 2018. |
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 4 of 14 |
| 1. | Names of Reporting Persons.
SC China Venture V Management, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
36,285,762 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
36,285,762 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
36,285,762 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
32.0%3 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| 3 | The percentage is based upon 77,120,858 Class A ordinary shares of the Issuer outstanding as of December 31, 2017, as set forth in the Issuers Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 24, 2018. |
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 5 of 14 |
| 1. | Names of Reporting Persons.
SCC Growth I Holdco A, Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
14,694,526 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
14,694,526 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,694,526 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.7%4 | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| 4 | The percentage is based upon 77,120,858 Class A ordinary shares of the Issuer outstanding as of December 31, 2017, as set forth in the Issuers Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 24, 2018. |
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 6 of 14 |
| 1. | Names of Reporting Persons.
Sequoia Capital China Growth Fund I, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
14,694,526 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
14,694,526 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,694,526 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.7%5 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| 5 | The percentage is based upon 77,120,858 Class A ordinary shares of the Issuer outstanding as of December 31, 2017, as set forth in the Issuers Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 24, 2018. |
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 7 of 14 |
| 1. | Names of Reporting Persons.
Sequoia Capital China Growth Fund Management I, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
14,694,526 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
14,694,526 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,694,526 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.7%6 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| 6 | The percentage is based upon 77,120,858 Class A ordinary shares of the Issuer outstanding as of December 31, 2017, as set forth in the Issuers Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 24, 2018. |
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 8 of 14 |
| 1. | Names of Reporting Persons.
SC China Holding Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
50,980,288 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
50,980,288 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
50,980,288 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
41.1%7 | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| 7 | The percentage is based upon 77,120,858 Class A ordinary shares of the Issuer outstanding as of December 31, 2017, as set forth in the Issuers Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 24, 2018. |
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 9 of 14 |
| 1. | Names of Reporting Persons.
SNP China Enterprises Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
50,980,288 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
50,980,288 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
50,980,288 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
41.1%8 | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| 8 | The percentage is based upon 77,120,858 Class A ordinary shares of the Issuer outstanding as of December 31, 2017, as set forth in the Issuers Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 24, 2018. |
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 10 of 14 |
| 1. | Names of Reporting Persons.
Nan Peng Shen | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Hong Kong SAR | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
50,980,288 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
50,980,288 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
50,980,288 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
41.1%9 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| 9 | The percentage is based upon 77,120,858 Class A ordinary shares of the Issuer outstanding as of December 31, 2017, as set forth in the Issuers Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission on April 24, 2018. |
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 11 of 14 |
Except as set forth in this Amendment No.2 (this Amendment), the initial Schedule 13D that was filed on June 27, 2016 (the Initial Filing), as amended by Amendment No. 1 filed on May 18, 2017 (together with the Initial Filing, the Original 13D), remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits.
This Amendment is being filed solely as a result of the change in the number of China Onlines outstanding Ordinary Shares as reported by China Online in its Annual Report on Form 20-F for its fiscal year ended December 31, 2017 and does not reflect any transactions in China Onlines shares by the Reporting Persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) and (b) of Item 5 are hereby amended and restated in their entirety as follows:
(a) The aggregate number of Ordinary Shares and the percentage of total outstanding Ordinary Shares beneficially owned by the Reporting Persons are set forth below. References to percentage ownerships of Ordinary Shares in this Statement are based upon the 77,120,858 Ordinary Shares stated to be outstanding as of December 31, 2017, as set forth in China Onlines Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 24, 2018. The Reporting Persons may be deemed to beneficially own an aggregate of 50,980,288 Ordinary Shares, which constitutes approximately 41.1% of China Onlines Ordinary Shares, calculated in accordance with Rule 13d-3 under the Act.
SCCV V HOLDCO I beneficially owns 36,285,762 Ordinary Shares, which represents approximately 32.0% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCCVF V, as the parent company of SCCV V HOLDCO I, may be deemed to beneficially own 36,285,762 Ordinary Shares, which represents approximately 32.0% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCCVF MGMT V, as the general partner of SCCVF V, may be deemed to beneficially own 36,285,762 Ordinary Shares, which represents approximately 32.0% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCCG I HOLDCO A beneficially owns 14,694,526 Ordinary Shares, which represents approximately 16.7% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCCGF I, as the parent company of SCCG I HOLDCO A, may be deemed to beneficially own 14,694,526 Ordinary Shares, which represents approximately 16.7% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCCGF MGMT I, as the general partner of SCCGF I, may be deemed to beneficially own 14,694,526 Ordinary Shares, which represents 16.7% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCC HOLD, as the general partner of each of SCCVF MGMT V and SCCGF MGMT I, may be deemed to beneficially own 50,980,288 Ordinary Shares, which represents approximately 41.1% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SNP, as the parent company of SCC HOLD, may be deemed to beneficially own 50,980,288 Ordinary Shares, which represents approximately 41.1% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
NS, as the sole owner and the sole director of SNP, may be deemed to beneficially own 50,980,288 Ordinary Shares, which represents approximately 41.1% of the outstanding Ordinary Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
| CUSIP No. 16954L105 | SCHEDULE 13D | Page 12 of 14 |
Based on the transactions described herein, the Reporting Persons may be deemed to constitute a group for purposes of Section 13(d)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly disclaims beneficial ownership in the securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b) The number of Ordinary Shares as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: April 26, 2018
| SCC VENTURE V HOLDCO I, LTD. |
| By: Sequoia Capital China Venture Fund V, L.P. |
| Its Member |
| By: SC China Venture V Management, L.P. |
| Its General Partner |
| By: SC China Holding Limited |
| Its General Partner |
| By: Neil Nanpeng Shen* |
| Title: Authorized Signatory |
| SEQUOIA CAPITAL CHINA VENTURE FUND V, L.P. |
| By: SC China Venture V Management, L.P. |
| Its General Partner |
| By: SC China Holding Limited |
| Its General Partner |
| By: Neil Nanpeng Shen* |
| Title: Authorized Signatory |
| SC CHINA VENTURE V MANAGEMENT, L.P. |
| By: SC China Holding Limited |
| Its General Partner |
| By: Neil Nanpeng Shen* |
| Title: Authorized Signatory |
| SCC GROWTH I HOLDCO A, LTD. |
| By: Sequoia Capital China Growth Fund I, L.P. |
| Its Member |
| By: Sequoia Capital China Growth Fund I Management, L.P. |
| Its General Partner |
| By: SC China Holding Limited |
| Its General Partner |
| By: Neil Nanpeng Shen* |
| Title: Authorized Signatory |
| SEQUOIA CAPITAL CHINA GROWTH FUND I, L.P. |
| By: Sequoia Capital China Growth Fund Management I, L.P. |
| Its General Partner |
| By: SC China Holding Limited |
| Its General Partner |
| By: Neil Nanpeng Shen* |
| Title: Authorized Signatory |
| SEQUOIA CAPITAL CHINA GROWTH FUND MANAGEMENT I, L.P. |
| By: SC China Holding Limited |
| Its General Partner |
| By: Neil Nanpeng Shen* |
| Title: Authorized Signatory |
| SC CHINA HOLDING LIMITED |
| By: Neil Nanpeng Shen* |
| Title: Authorized Signatory |
| SNP CHINA ENTERPRISES LIMITED |
| By: Neil Nanpeng Shen* |
| Title: Authorized Signatory |
| NAN PENG SHEN |
| By: Neil Nanpeng Shen* |
| *By: /s/ Jung Yeon Son, Attorney-in-Fact |