0001104659-16-096839.txt : 20160216 0001104659-16-096839.hdr.sgml : 20160215 20160216061141 ACCESSION NUMBER: 0001104659-16-096839 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: QIMING GP, L.P. GROUP MEMBERS: QIMING VENTURE PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JIAYUAN.COM INTERNATIONAL LTD CENTRAL INDEX KEY: 0001511683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86598 FILM NUMBER: 161422542 BUSINESS ADDRESS: STREET 1: 15/F ANHUA DEVELOPMENT BUILDING STREET 2: NO. 35 ANDING ROAD CITY: Chaoyang District, Bejing, PRC STATE: F4 ZIP: 100029 BUSINESS PHONE: 8610-6442-2321 MAIL ADDRESS: STREET 1: 15/F ANHUA DEVELOPMENT BUILDING STREET 2: NO. 35 ANDING ROAD CITY: Chaoyang District, Bejing, PRC STATE: F4 ZIP: 100029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Qiming Corporate GP, Ltd. CENTRAL INDEX KEY: 0001512891 IRS NUMBER: 980485570 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P.O. BOX 309GT, UGLAND HOUSE STREET 2: SOUTH CHURCH ST.,GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: 000000 BUSINESS PHONE: 1 345 949 8066 MAIL ADDRESS: STREET 1: P.O. BOX 309GT, UGLAND HOUSE STREET 2: SOUTH CHURCH ST.,GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: 000000 SC 13G/A 1 a16-3499_4sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Jiayuan.com International Ltd.

(Name of Issuer)

Ordinary shares, par value US$0.001 per share

(Title of Class of Securities)

477374 102

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 477374 102

 

 

1.

Names of Reporting Persons
Qiming Corporate GP, Ltd.

 

 

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
6,456,507 ordinary shares.  Qiming Venture Partners, L.P. and Qiming GP, L.P. may also be deemed to have sole voting power with respect to 6,231,868 ordinary shares.  Qiming Managing Directors Fund, L.P. may also be deemed to have sole voting power with respect to 93,388 ordinary shares.  JP Gan may also be deemed to have sole voting power with respect to 131,251 ordinary shares.  See Item 4.

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
6,456,507 ordinary shares.  Qiming Venture Partners, L.P. and Qiming GP, L.P. may also be deemed to have sole dispositive power with respect to 6,231,868 ordinary shares.  Qiming Managing Directors Fund, L.P. may also be deemed to have sole dispositive power with respect to 93,388 ordinary shares.  JP Gan may also be deemed to have sole dispositive power with respect to 131,251 ordinary shares.  See Item 4.

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,456,507 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)
14.4%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2



 

 

1.

Names of Reporting Persons
Qiming GP, 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
6,231,868 ordinary shares.  Qiming Venture Partners, L.P. may also be deemed to have sole voting power with respect to 6,231,868 ordinary shares.  See Item 4.

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
6,231,868 ordinary shares.  Qiming Venture Partners, L.P. may also be deemed to have sole dispositive power with respect to 6,231,868 ordinary shares.  See Item 4.

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,231,868 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)
14.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

 

1.

Names of Reporting Persons
Qiming Venture Partners, 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
6,231,868 ordinary shares. See Item 4.

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
6,231,868 ordinary shares. See Item 4.

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,231,868 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)
14.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

Item 1.

 

(a)

Name of Issuer
Jiayuan.com International Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
F/15, Anhua Development Building

No. 35 Anding Road

Chaoyang District, Beijing,

People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing
Qiming Corporate GP, Ltd.

Qiming GP, L.P.

Qiming Venture Partners, L.P.

 

(b)

Address of Principal Business Office or, if none, Residence
The registered address of Qiming Corporate GP, Ltd., Qiming GP, L.P. and Qiming Venture Partners, L.P. is M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

 

(c)

Citizenship
Qiming Corporate GP, Ltd. — Cayman Islands

Qiming GP, L.P. — Cayman Islands

Qiming Venture Partners, L.P. — Cayman Islands

 

(d)

Title of Class of Securities
Ordinary shares

 

(e)

CUSIP Number
477374 102

 

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 §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-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 of 1940 (15 U.S.C. 80a-3);

 

(j)

o

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

 

(k)

o

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

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

 

Not applicable.

 

5



 

Item 4.

Ownership

The following information with respect to the ownership of the ordinary shares of Jiayuan.com International Ltd. (the “Issuer”) by each of the reporting persons is provided as of December 31, 2015:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent of
class:

 

Sole power to
vote or direct
the vote:

 

Shared power
to vote or
direct the
vote:

 

Sole power to
dispose or to
direct the
disposition
of:

 

Shared power
to dispose or
to direct the
disposition of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Qiming Corporate GP, Ltd.

 

6,456,507

 

14.4

%

6,456,507

 

0

 

6,456,507

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Qiming GP, L.P.

 

6,231,868

 

14.0

%

6,231,868

 

0

 

6,231,868

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Qiming Venture Partners, L.P.

 

6,231,868

 

14.0

%

6,231,868

 

0

 

6,231,868

 

0

 

 

 

6,190,547 ordinary shares and 27,547 ADSs of the Issuer are beneficially owned by Qiming Venture Partners, L.P.  92,653 ordinary shares and 490 ADSs of the Issuer are beneficially owned by Qiming Managing Directors Fund, L.P.  JP Gan holds share options for 122,813 ordinary shares of the Issuer which are exercisable by JP Gan within 60 days of December 31, 2015 and restricted share awards for 8,438 ordinary shares vested or vesting within 60 days of December 31, 2015.  The general partner of Qiming Venture Partners, L.P. is Qiming GP, L.P., a Cayman Islands exempted limited partnership.  The general partner of both Qiming Managing Directors Fund, L.P. and Qiming GP, L.P. is Qiming Corporate GP, Ltd., a Cayman Islands limited company.  Each of Qiming GP, L.P. and Qiming Corporate GP, Ltd. may be deemed to beneficially own the shares beneficially owned or deemed to be beneficially owned by the entity to which it is the general partner.

 

 

 

The voting and investment power of the shares held by Qiming Venture Partners, L.P. and Qiming Managing Directors Fund, L.P. is exercised by the investment committee of Qiming Corporate GP, Ltd., which consists of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley.  Therefore, Duane Kuang, Gary Rieschel, JP Gan and Robert Headley exercise voting and investment powers over the shares held by the Reporting Persons and may be deemed to have beneficial ownership over all 6,456,507 shares reported herein.  Each of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley disclaims beneficial ownership of the ordinary shares owned by Qiming Venture Partners, L.P. and Qiming Managing Directors Fund, L.P. except to the extent of such person’s own pecuniary interest therein.

 

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   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.

Certification

Not applicable.

 

6



 

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.

 

Date: February 16, 2016

 

 

 

 

 

 

 

Qiming Corporate GP, Ltd.

 

 

 

 

 

 

 

 

By:

 

/s/ Grace Lee

 

 

 

Name:

 

Grace Lee

 

 

 

Title:

 

Authorized Signatory

 

 

 

 

 

 

 

Qiming GP, L.P.

 

 

 

 

 

 

 

 

By:

 

/s/ Grace Lee

 

 

 

Name:

 

Grace Lee

 

 

 

Title:

 

Authorized Signatory

 

 

 

 

 

 

 

Qiming Venture Partners, L.P.

 

 

 

 

 

 

 

 

By:

 

/s/ Grace Lee

 

 

 

Name:

 

Grace Lee

 

 

 

Title:

 

Authorized Signatory

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

7



 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

8


EX-99.1 2 a16-3499_4ex99d1.htm EX-99.1

EXHIBIT 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of US$0.001 per share, of Jiayuan.com International Ltd., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature page to follow]

 



 

Signature

 

IN WITNESS THEREOF, the undersigned hereby execute this Agreement as of February 16, 2016.

 

 

 

 

Qiming Corporate GP, Ltd.

 

 

 

 

 

 

By:

 

/s/ Grace Lee

 

 

 

Name:

 

Grace Lee

 

 

 

Title:

 

Authorized Signatory

 

 

 

 

 

 

 

Qiming GP, L.P.

 

 

 

 

 

 

 

 

By:

 

/s/ Grace Lee

 

 

 

Name:

 

Grace Lee

 

 

 

Title:

 

Authorized Signatory

 

 

 

 

 

 

 

Qiming Venture Partners, L.P.

 

 

 

 

 

 

 

 

By:

 

/s/ Grace Lee

 

 

 

Name:

 

Grace Lee

 

 

 

Title:

 

Authorized Signatory