-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EPZhhngub2Io8OiDtO30kgtDj+zFCGZpa4RElYkM9DNXxbhYc2fGzj6lP49qX107 rZiR49EqVtBt/S0U+RHUew== 0000950005-09-000029.txt : 20090209 0000950005-09-000029.hdr.sgml : 20090209 20090209134724 ACCESSION NUMBER: 0000950005-09-000029 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 GROUP MEMBERS: DOUGLAS LEONE GROUP MEMBERS: FAN ZHANG GROUP MEMBERS: J. SCOTT CARTER GROUP MEMBERS: JAMES GOETZ GROUP MEMBERS: MARK KVAMME GROUP MEMBERS: MICHAEL GOGUEN GROUP MEMBERS: MICHAEL MORITZ GROUP MEMBERS: NAN PENG SHEN GROUP MEMBERS: ROELOF BOTHA GROUP MEMBERS: SCGF III MANAGEMENT, LLC GROUP MEMBERS: SEQUOIA CAPITAL CHINA I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL GROWTH FUND III, L.P. GROUP MEMBERS: SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND GROUP MEMBERS: SEQUOIA CAPITAL GROWTH PARTNERS III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VanceInfo Technologies Inc. CENTRAL INDEX KEY: 0001417961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83659 FILM NUMBER: 09580675 BUSINESS ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK, HAIDIAN DIST CITY: BEIJING STATE: F4 ZIP: 100094 BUSINESS PHONE: (86-10) 8282-5266 MAIL ADDRESS: STREET 1: 3/F, BUILDING 8 STREET 2: ZHONGGUANCUN SOFTWARE PARK, HAIDIAN DIST CITY: BEIJING STATE: F4 ZIP: 100094 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL GROWTH FUND III CENTRAL INDEX KEY: 0001367782 IRS NUMBER: 202812490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BLDG 4, SUITE 180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BLDG 4, SUITE 180 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 p20541sc13ga.htm SCHEDULE 13G/A #1 Schedule 13G - Form - revised to 10/15/97 bulletin

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1 )

VANCEINFO TECHNOLOGIES, INC.

(Name of Issuer)

AMERICAN DEPOSITARY SHARES

(Title of Class of Securities)

921564100

(CUSIP Number)

12/31/08

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]

Rule 13d-1(b)

[   ]

Rule 13d-1(c)

[X]

Rule 13d-1(d)

(Continued on following pages)




Page 1 of 22 Pages



CUSIP NO. 921564100

13 G

Page 2 of  22  Pages





1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL GROWTH FUND III, L.P., A DELAWARE LIMITED PARTNERSHIP (“SCGF III”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812490

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
2,119,608                                                

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
2,119,608                                                

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    2,119,608

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%

12

TYPE OF REPORTING PERSON
PN







CUSIP NO. 921564100

13 G

Page 3 of  22  Pages





1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL GROWTH PARTNERS III, L.P., A DELAWARE LIMITED PARTNERSHIP (“SCGP III”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3735244

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
23,333

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
23,333

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    23,333

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%

12

TYPE OF REPORTING PERSON
PN








CUSIP NO.  921564100

13 G

Page 4 of  22 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND, A DELAWARE MULTIPLE SERIES LLC (“SCG III PF”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3737763

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
103,741

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
103,741

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    103,741

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%

12

TYPE OF REPORTING PERSON
OO





CUSIP NO.  921564100

13 G

Page 5 of  22 Pages




1

NAME OF REPORTING PERSON      
SCGF III MANAGEMENT, LLC (“SCGF III LLC”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812373

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF.

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    2,246,682

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%

12

TYPE OF REPORTING PERSON
OO






CUSIP NO.  921564100

13 G

Page 6 of  22 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3514012

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

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
0

6

SHARED VOTING POWER
2,275,022                                                

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
2,275,022                                                

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    2,275,022

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%

12

TYPE OF REPORTING PERSON
PN





CUSIP NO.  921564100

13 G

Page 7 of  22 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (“SCC PTRS I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-4387549

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

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
0

6

SHARED VOTING POWER
261,407

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
261,407

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    261,407

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%

12

TYPE OF REPORTING PERSON
PN






CUSIP NO.  921564100

13 G

Page 8 of  22 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (“SCC PRIN I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-4887879

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

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
0

6

SHARED VOTING POWER
352,083

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
352,083

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    352,083

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%

12

TYPE OF REPORTING PERSON
PN





CUSIP NO.  921564100

13 G

Page 9 of  22 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P.  (“SCC MGMT I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3348112

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

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
0

6

SHARED VOTING POWER
2,888,512 shares of which 2,275,022 shares are directly held by SCC I, 261,407 shares are directly held by SCC PTRS I and 352,083 shares are directly held by SCC PRIN I.  SCC MGMT I is the General Partner of SCC I,  SCC PTRS I, and SCC PRIN I.

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
2,888,512 shares of which 2,275,022 shares are directly held by SCC I, 261,407 shares are directly held by SCC PTRS I and 352,083 shares are directly held by SCC PRIN I.  SCC MGMT I is the General Partner of SCC I,  SCC PTRS I, and SCC PRIN I.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    2,888,512

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%

12

TYPE OF REPORTING PERSON
PN






CUSIP NO.  921564100

13 G

Page 10 of  22 Pages




1

NAME OF REPORTING PERSON      
MICHAEL MORITZ
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
50,608

6

SHARED VOTING POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Moritz is a Managing Member of  SCGF III LLC.  Mr. Moritz disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER
50,608

8

SHARED DISPOSITIVE POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Moritz is a Managing Member of  SCGF III LLC.  Mr. Moritz disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   2,297,290

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%

12

TYPE OF REPORTING PERSON
IN





CUSIP NO.  921564100

13 G

Page 11 of  22 Pages




1

NAME OF REPORTING PERSON

DOUGLAS LEONE
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION          USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
78,728

6

SHARED VOTING POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Leone is a Managing Member of  SCGF III LLC.  Mr. Leone disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER
78,728                                               

8

SHARED DISPOSITIVE POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Leone is a Managing Member of  SCGF III LLC.  Mr. Leone disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   2,325,410

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.2%                     

12

TYPE OF REPORTING PERSON
IN





CUSIP NO.  921564100

13 G

Page 12 of  22 Pages




1

NAME OF REPORTING PERSON              MICHAEL GOGUEN
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION                               USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Goguen is a Managing Member of  SCGF III LLC.  Mr. Goguen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER
0                                                

8

SHARED DISPOSITIVE POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Goguen is a Managing Member of  SCGF III LLC.  Mr. Goguen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   2,246,682

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%

12

TYPE OF REPORTING PERSON
IN






CUSIP NO.  921564100

13 G

Page 13 of  22 Pages




1

NAME OF REPORTING PERSON             MARK KVAMME
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION             USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
45,016

6

SHARED VOTING POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Kvamme is a Managing Member of  SCGF III LLC.  Mr. Kvamme disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER
45,016                                              

8

SHARED DISPOSITIVE POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Kvamme is a Managing Member of  SCGF III LLC.  Mr. Kvamme disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   2,291,698

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%

12

TYPE OF REPORTING PERSON
IN





CUSIP NO.  921564100

13 G

Page 14 of  22 Pages




1

NAME OF REPORTING PERSON      
JAMES GOETZ
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
34,216

6

SHARED VOTING POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Goetz is a Managing Member of  SCGF III LLC.  Mr. Goetz disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER
34,216                                                

8

SHARED DISPOSITIVE POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Goetz is a Managing Member of  SCGF III LLC.  Mr. Goetz disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   2,280,898

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%

12

TYPE OF REPORTING PERSON
IN





CUSIP NO.  921564100

13 G

Page 15 of  22 Pages




1

NAME OF REPORTING PERSON      
J. SCOTT CARTER
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Carter is a Managing Member of  SCGF III LLC.  Mr. Carter disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER
0                                                

8

SHARED DISPOSITIVE POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Carter is a Managing Member of  SCGF III LLC.  Mr. Carter disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   2,246,682

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%

12

TYPE OF REPORTING PERSON
IN






CUSIP NO.  921564100

13 G

Page 16 of  22 Pages




1

NAME OF REPORTING PERSON      
ROELOF BOTHA
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
37,488

6

SHARED VOTING POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Botha is a Managing Member of  SCGF III LLC.  Mr. Botha disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER
37,488                                                

8

SHARED DISPOSITIVE POWER
2,246,682 shares of which 2,119,608 shares are directly held by SCGF III, 23,333 shares are directly held by SCGP III and 103,741 shares are directly held by SCG III PF.  Mr. Botha is a Managing Member of  SCGF III LLC.  Mr. Botha disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   2,284,170

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%

12

TYPE OF REPORTING PERSON
IN






CUSIP NO.  921564100

13 G

Page 17 of  22 Pages




1

NAME OF REPORTING PERSON      
FAN ZHANG
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
72,547

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
72,547                                         

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   72,547

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%

12

TYPE OF REPORTING PERSON
IN





CUSIP NO.  921564100

13 G

Page 18 of  22 Pages




1

NAME OF REPORTING PERSON      
NAN PENG SHEN
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

[   ]

(b)

[X]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
CHINA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
142,593

6

SHARED VOTING POWER
2,888,512 shares of which 2,275,022 shares are directly held by SCC I, 261,407 shares are directly held by SCC PTRS I and 352,083 shares are directly held by SCC PRIN I.  Mr. Shen is a Managing Member of SCC MGMT I.  Mr. Shen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER
142,593                                                

8

SHARED DISPOSITIVE POWER
2,888,512 shares of which 2,275,022 shares are directly held by SCC I, 261,407 shares are directly held by SCC PTRS I and 352,083 shares are directly held by SCC PRIN I.  Mr. Shen is a Managing Member of SCC MGMT I.  Mr. Shen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   3,031,105

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%

12

TYPE OF REPORTING PERSON
IN





CUSIP NO.  921564100

13 G

Page 19 of  22 Pages




ITEM 1.

(a)

Name of Issuer:

VanceInfo Technologies, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

3/F, Building 8, Zhongguancun Software Park

Haidian District, Beijing 100193

People’s Republic of China

ITEM 2.

(a)

Name of Persons Filing:

Sequoia Capital Growth Fund III, L.P., a Delaware Limited Partnership

Sequoia Capital Growth Partners III, L.P., a Delaware Limited Partnership

Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC

SCGF III Management, LLC

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Management I, L.P.

Michael Moritz (“MM”)

Douglas Leone  (“DL”)

Michael Goguen  (“MG”)

Mark Kvamme  (“MK”)

James Goetz (“JG”)

J. Scott Carter (“SC”)

Roelof Botha (“RB”)

Fan Zhang (“FZ”)

Nan Peng Shen (“NS”)


SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF.  MM, DL, MG, MK, JG, SC and RB are Managing Members of SCGF III LLC.  SCC MGMT I is the General Partner of SCC I, SCC PTRS I and SCC PRIN I.  NS is a Managing Members of SCC MGMT I.


(b)

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

3000 Sand Hill Road, 4-180

Menlo Park, CA  94025


(c)

Citizenship:

MM, DL, MG, MK, JG, SC, RB, FZ:  USA

SCGF III LLC, SCGF III, SCGP III, SCG III PF:  Delaware

SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I:  Cayman Islands

NS:  China


(d)

Title of Class of Securities:

American Depositary Shares


(e)

CUSIP Number:

921564100





CUSIP NO.  921564100

13 G

Page 20 of  22 Pages




ITEM 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

ITEM 4.

Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES


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 five percent of the class of securities, check the following.  [ X ]  

This refers solely to Fan Zhang’s decrease in ownership.

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.

CERTIFICATION

NOT APPLICABLE




CUSIP NO. 921564100

13 G

Page 21 of  22  Pages



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February  9, 2009

Sequoia Capital Growth Fund III, a Delaware Limited Partnership

Sequoia Capital Growth Partners III, a Delaware Limited Partnership

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

By:  SCGF III Management, LLC,

their General Partner

By:  Sequoia Capital China Management I, L.P.

their General Partner

By:  /s/ Michael Moritz        

Michael Moritz, Managing Member

By:  /s/ Nan Peng Shen                

Nan Peng Shen, Managing Member

Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC

 

By:  SCGF III Management, LLC,

Its Managing Member

 

By:  /s/ Michael Moritz         

Michael Moritz, Managing Member

 
 
 

/s/ Douglas Leone                       

Douglas Leone

/s/ J. Scott Carter                        

J. Scott Carter

/s/ Michael Moritz                      

Michael Moritz

/s/ Roelof Botha                         

Roelof Botha

/s/ Michael Goguen                   

Michael Goguen

/s/ Fan Zhang                             

Fan Zhang

/s/ Mark Kvamme                      

Mark Kvamme

/s/ Nan Peng Shen                      

Nan Peng Shen

/s/ James Goetz                          

James Goetz








CUSIP NO. 921564100

13 G

Page 22 of  22  Pages



EXHIBIT 1


AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G


The undersigned hereby agree that the Schedule 13G relating to shares of VanceInfo Technologies, Inc. to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them.


Date: February 9, 2009

Sequoia Capital Growth Fund III, a Delaware

Limited Partnership

Sequoia Capital Growth Partners III, a Delaware

Limited Partnership

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

By:  SCGF III Management, LLC,

their General Partner

By:  Sequoia Capital China Management I, L.P.

their General Partner

By:  /s/ Michael Moritz             

Michael Moritz, Managing Member

By:  /s/ Nan Peng Shen                 

Nan Peng Shen, Managing Member

Sequoia Capital Growth III Principals Fund,

a Delaware Multiple Series LLC

 

By:  SCGF III Management, LLC,

Its Managing Member

 

By:  /s/ Michael Moritz             

Michael Moritz, Managing Member

 
  
  

/s/ Douglas Leone                  

Douglas Leone

/s/ J. Scott Carter                           

J. Scott Carter

/s/ Michael Moritz                 

Michael Moritz

/s/ Roelof Botha                            

Roelof Botha

/s/ Michael Goguen                

Michael Goguen

/s/ Fan Zhang                                 

Fan Zhang

/ s/ Mark Kvamme                 

Mark Kvamme

s/ Nan Peng Shen                         

Nan Peng Shen

/s/ James Goetz                      

James Goetz

 




-----END PRIVACY-ENHANCED MESSAGE-----