| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
eHi Car Services Limited | |
| (Name of Issuer) | |
|
Class A Common Shares, par value $0.001 per share | |
| (Title of Class of Securities) | |
|
26853A100 | |
| (CUSIP Number) | |
|
June 30, 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: | |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 9 Pages) | |
______________________________
*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. 26853A100 | 13G | Page 2 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON SRS Investment Management, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 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 8,334,864* | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 8,334,864* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,334,864* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.3%* | |||
| 12 |
TYPE OF REPORTING PERSON IA, OO | |||
* Includes 333,334 Class A common shares, par value $0.001 per share ("Class A Shares") held in the form of 166,667 American Depositary Shares ("ADSs").
| CUSIP No. 26853A100 | 13G | Page 3 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Karthik R. Sarma | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 8,334,864* | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 8,334,864* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,334,864* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.3%* | |||
| 12 |
TYPE OF REPORTING PERSON IN, HC | |||
* Includes 333,334 Class A Shares held in the form of 166,667 ADSs.
| CUSIP No. 26853A100 | 13G | Page 4 of 9 Pages |
| Item 1(a). | NAME OF ISSUER |
| eHi Car Services Limited (the "Issuer") |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| Unit 12/F, Building No. 5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, People's Republic of China. | |
| Item 2(a). | NAME OF PERSON FILING |
|
This Statement is being filed by SRS Investment Management, LLC, a Delaware limited liability company (the "Investment Manager"), and Karthik R. Sarma, the Managing Member of the Investment Manager ("Mr. Sarma" and, together with the Investment Manager, the "Reporting Persons").
This Statement relates to the Class A Shares (as defined herein) held for the accounts of a wholly owned subsidiary of SRS Partners Master Fund LP ("Fund I") and a wholly owned subsidiary of SRS Partners US, LP ("Fund II" and, together with Fund I, the "Funds"). The Investment Manager serves as investment manager to the Funds. Mr. Sarma is the managing member and sole control person over the Investment Manager. In such capacities, Mr. Sarma and the Investment Manager may be deemed to have voting and dispositive power with respect to the Class A Shares held for the Funds. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The principal business office of each of the Reporting Persons is 1 Bryant Park, 39th Floor, New York, NY 10036. | |
| Item 2(c). | CITIZENSHIP |
| The Investment Manager is a Delaware limited liability company. Mr. Sarma is a citizen of the Republic of India. | |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Class A Common Shares, par value $0.001 per share (the "Class A Shares") | |
| Item 2(e). | CUSIP NUMBER |
| 26853A100 | |
| 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: |
| CUSIP No. 26853A100 | 13G | Page 5 of 9 Pages |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | x | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable. | |
| Item 4. | OWNERSHIP |
| Item 4(a) | Amount Beneficially Owned |
|
As of June 30, 2015, each of the Reporting Persons may be deemed the beneficial owner of 8,334,864 Class A Shares. This amount consists of 3,984,065 Class A Shares held for the account of Fund I (including 159,334 Class A Shares held in the form of 79,667 ADSs) and 4,350,799 Class A Shares held for the account of Fund II (including 174,000 Class A Shares held in the form of 87,000 ADSs).
| |
| Item 4(b) | Percent of Class: |
|
As of June 30, 2015, each of the Reporting Persons may be deemed the beneficial owner of approximately 15.3% of the total number of Class A Shares outstanding. The percentages used herein and in the rest of this Schedule 13G are calculated based 54,585,092 Class A Shares outstanding as of June 30, 2015 based on information provided by the Issuer.
|
| CUSIP No. 26853A100 | 13G | Page 6 of 9 Pages |
| Item 4(c) | Number of Shares of which such person has: | |||
| Investment Manager and Mr. Sarma: | ||||
| (i) Sole power to vote or direct the vote: | 0 | |||
| (ii) Shared power to vote or direct the vote: | 8,334,864* | |||
| (iii) Sole power to dispose or direct the disposition of: | 0 | |||
| (iv) Shared power to dispose or direct the disposition of: | 8,334,864* | |||
| * Includes 333,334 Class A Shares held in the form of 166,667 ADSs. | ||||
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS | |||
| This Item 5 is not applicable. | ||||
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON | |||
| See disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Shares covered by this statement that may be deemed to be beneficially owned by the Reporting Persons. | ||||
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON | |||
| See disclosure in Item 2 hereof. | ||||
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| This Item 8 is not applicable. | |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| This Item 9 is not applicable. | |
| Item 10. | CERTIFICATION | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. | ||
| CUSIP No. 26853A100 | 13G | Page 7 of 9 Pages |
SIGNATURES
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.
|
SRS INVESTMENT MANAGEMENT, LLC | |
| /s/ David B. Zales | |
| Name: David B. Zales | |
| Title: General Counsel | |
| KARTHIK R. SARMA | |
| /s/ Karthik R. Sarma | |
July 2, 2015
| CUSIP No. 26853A100 | 13G | Page 8 of 9 Pages |
EXHIBIT INDEX
| Ex. | Page No. | |
| A | Joint Filing Agreement | 9 |
| CUSIP No. 26853A100 | 13G | Page 9 of 9 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Shares, par value $0.001 per share of eHi Car Services Limited, dated as of July 2, 2015 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
|
SRS INVESTMENT MANAGEMENT, LLC | |
| /s/ David B. Zales | |
| Name: David B. Zales | |
| Title: General Counsel | |
| KARTHIK R. SARMA | |
| /s/ Karthik R. Sarma | |
July 2, 2015