0001144204-14-041570.txt : 20140703 0001144204-14-041570.hdr.sgml : 20140703 20140703172629 ACCESSION NUMBER: 0001144204-14-041570 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20140703 DATE AS OF CHANGE: 20140703 GROUP MEMBERS: DCM AFFILIATES FUND V, L.P. GROUP MEMBERS: DCM HYBRID RMB FUND INTERNATIONAL, LTD. GROUP MEMBERS: DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P. GROUP MEMBERS: DCM HYBRID RMB FUND, L.P. GROUP MEMBERS: DCM INTERNATIONAL V, LTD. GROUP MEMBERS: DCM INVESTMENT MANAGEMENT V, L.P. GROUP MEMBERS: JASON KRIKORIAN GROUP MEMBERS: K. DAVID CHAO GROUP MEMBERS: PETER W. MORAN GROUP MEMBERS: THOMAS BLAISDELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 58.com Inc. CENTRAL INDEX KEY: 0001525494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87683 FILM NUMBER: 14961597 BUSINESS ADDRESS: STREET 1: Block E, The North American Bus Center STREET 2: Yi 108 Beiyuan road, Chaoyang District CITY: Beijing STATE: F4 ZIP: 100101 BUSINESS PHONE: (86 10) 5796-08888 MAIL ADDRESS: STREET 1: Block E, The North American Bus Center STREET 2: Yi 108 Beiyuan road, Chaoyang District CITY: Beijing STATE: F4 ZIP: 100101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DCM V LP CENTRAL INDEX KEY: 0001391742 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2420 Sand Hill Rd STREET 2: Ste 200 CITY: Menlo Park STATE: CA ZIP: 94025 BUSINESS PHONE: 6502331400 MAIL ADDRESS: STREET 1: 2420 Sand Hill Rd STREET 2: Ste 200 CITY: Menlo Park STATE: CA ZIP: 94025 SC 13D/A 1 v383198_sc13da.htm FORM SC 13D/A

 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

Schedule 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND

AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)

 

(Amendment No. 2)

 

58.com Inc.
(Name of Issuer)

 

American Depositary Shares (ADS), each representing
Two Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)

 

31680Q104
(CUSIP Number)

 

André Levi

c/o DCM

2420 Sand Hill Road, Suite 200

Menlo Park, CA 94025

(650) 233-1400

 

COPY TO:

Christine Wichrowski, Esq.

c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

1200 Seaport Boulevard, Redwood City, California 94063 

(650) 321-2400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 30, 2014
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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 disclosures provided in the cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes 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).

 

(Continued on following pages)

 

 
 

 

CUSIP NO.   31680Q104 13D Page 2 of 16

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
            DCM V, L.P. (“DCM V”)
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
12,134,733 ordinary shares* (“shares”) (represented by 6,067,366 American Depositary Shares (“ADSs”)), except that DCM Investment Management V, L.P. (“GP V”), the general partner of DCM V, and DCM International V, Ltd. (“UGP V”), the general partner of GP V, may be deemed to have sole power to vote these shares, and K. David Chao (“Chao”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”), the directors of UGP V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
12,134,733 shares* (represented by 6,067,366 ADSs), except that GP V, the general partner of DCM V, and UGP V, the general partner of GP V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                              12,134,733
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                     14.97%*
12 TYPE OF REPORTING PERSON*
                                                                                                                                                     PN

 

* Consists of 12,134,733 Class B ordinary shares held directly by DCM V. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding Class A ordinary shares only (assuming conversion of the 12,134,733 Class B ordinary shares held by DCM V).  If the outstanding number of shares included both Class A and B ordinary shares, this percentage would be 7.05%.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 3 of 16

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
              DCM Affiliates Fund V, L.P. (“Aff V”)
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
296,110 shares* (represented by 148,055 ADSs), except that GP V, the general partner of Aff V, and UGP V, the general partner of GP V, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
296,110 shares* (represented by 148,055 ADSs), except that GP V, the general partner of Aff V, and UGP V, the general partner of GP V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                              296,110
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                              ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                     0.43%*
12 TYPE OF REPORTING PERSON*
                                                                                                                                                     PN

 

* Consists of 296,110 Class B ordinary shares held directly by Aff V. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding Class A ordinary shares only (assuming conversion of the 296,110 Class B ordinary shares held by Aff V).  If the outstanding number of shares included both Class A and B ordinary shares, this percentage would be 0.17%.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 4 of 16

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          DCM Investment Management V, L.P. (“GP V”)
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
12,430,843 shares* (represented by 6,215,421 ADSs), of which 12,134,733 shares (represented by 6,067,366 ADSs) are directly owned by DCM V and 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V.  GP V, the general partner of DCM V and Aff V, may be deemed to have sole power to vote these shares, except that UGP V, the general partner of GP V, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
12,430,843 shares* (represented by 6,215,421 ADSs), of which 12,134,733  shares (represented by 6,067,366 ADSs) are directly owned by DCM V and 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V.  GP V, the general partner of DCM V and Aff V, may be deemed to have sole power to dispose of these shares, except that UGP V, the general partner of GP V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                             12,430,843
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                   15.28%*
12 TYPE OF REPORTING PERSON*                                                                                          PN

 

* Consists of 12,430,843 Class B ordinary shares held indirectly by GP V. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding Class A ordinary shares only (assuming conversion of the 12,134,733 Class B ordinary shares held by DCM V and the 296,110 Class B ordinary shares held by Aff V).  If the outstanding number of shares included both Class A and B ordinary shares, this percentage would be 7.22%.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 5 of 16

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          DCM International V, Ltd. (“UGP V”)
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
12,430,843 shares* (represented by 6,215,421 ADSs), of which 12,134,733 shares (represented by 6,067,366 ADSs) are directly owned by DCM V and 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V.  UGP V is the general partner of GP V, the general partner of each of DCM V and Aff V, and may be deemed to have sole voting power with respect to such shares, except GP V, the general partner of each of DCM V and Aff V, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
12,430,843 shares* (represented by 6,215,421 ADSs), of which 12,134,733 shares (represented by 6,067,366 ADSs) are directly owned by DCM V and 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V.  UGP V is the general partner of GP V, the general partner of each of DCM V and Aff V, and may be deemed to have sole power to dispose of such shares, except GP V, the general partner of each of DCM V and Aff V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                             12,430,843
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                                      15.28%*
12 TYPE OF REPORTING PERSON*                                                                                          OO

 

* Consists of 12,430,843 Class B ordinary shares held indirectly by UGP V. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding Class A ordinary shares only (assuming conversion of the 112,134,733 Class B ordinary shares held by DCM V and the 296,110 Class B ordinary shares held by Aff V).  If the outstanding number of shares included both Class A and B ordinary shares, this percentage would be 7.22%.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 6 of 16

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          DCM Hybrid RMB Fund, L.P. (“Hybrid Fund”)
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
1,764,706 shares* (represented by 882,353 ADSs), except that DCM Hybrid RMB Fund Investment Management, L.P. (“Hybrid Fund DGP”), the general partner of Hybrid Fund, and DCM Hybrid RMB Fund International, Ltd. (“Hybrid Fund UGP”), the general partner of Hybrid Fund DGP, may be deemed to have sole power to vote these shares, and Chao, Moran, Blaisdell and Jason Krikorian (“Krikorian”), the directors of Hybrid Fund UGP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,764,706 shares* (represented by 882,353 ADSs), except that Hybrid Fund DGP, the general partner of Hybrid Fund, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                              1,764,706
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                     2.56%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                     PN

 

* Consists of 1,764,706 Class A ordinary shares held directly by Hybrid Fund.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 7 of 16

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          DCM Hybrid RMB Fund Investment Management, L.P. (“Hybrid Fund DGP”)
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
1,764,706 shares* (represented by 882,353 ADSs) all of which are directly owned by Hybrid Fund.  Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to vote these shares, except that Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may be deemed to have sole power to vote these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,764,706 shares* (represented by 882,353 ADSs) all of which are directly owned by Hybrid Fund.  Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to dispose of these shares, except that Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                              1,764,706
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                      2.56%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                      PN

 

* Consists of 1,764,706 Class A ordinary shares held indirectly by Hybrid Fund DGP.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 8 of 16

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          DCM Hybrid RMB Fund International, Ltd. (“Hybrid Fund UGP”)
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
1,764,706 shares* (represented by 882,353 ADSs) all of which are directly owned by Hybrid Fund.  Hybrid Fund UGP is the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have sole voting power with respect to such shares, except Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to vote these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,764,706 shares* (represented by 882,353 ADSs) all of which are directly owned by Hybrid Fund.  Hybrid Fund UGP is the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have sole power to dispose of these shares, except Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                              1,764,706
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                     2.56%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                     OO

 

* Consists of 1,764,706 Class A ordinary shares held indirectly by Hybrid Fund UGP.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 9 of 16

 

1 NAME OF REPORTING PERSON                    K. David Chao (“Chao”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                      (a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION                                              Japanese Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
14,195,549 shares* (represented by 5,508,623 ADSs), of which 12,134,733 shares (represented by 6,067,366 ADSs) are directly owned by DCM V, 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V and 1,764,706 shares (represented by 882,353 ADSs) are directly owned by Hybrid Fund.  Chao is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
14,195,549 shares* (represented by 5,508,623 ADSs), of which 12,134,733 shares (represented by 6,067,366 ADSs) are directly owned by DCM V, 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V and 1,764,706 shares (represented by 882,353 ADSs) are directly owned by Hybrid Fund.  Chao is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                             14,195,549
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                   17.45%*
12 TYPE OF REPORTING PERSON*                                                                                          IN

 

* Consists of 12,134,733 Class B ordinary shares held directly by DCM V, 296,110 Class B ordinary shares held directly by Aff V and 1,764,706 Class A ordinary shares held directly by Hybrid Fund. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding Class A ordinary shares only (assuming conversion of the 12,134,733 Class B ordinary shares held by DCM V and the 296,110 Class B ordinary shares held by Aff V).  If the outstanding number of shares included both Class A and B ordinary shares, this percentage would be 8.25%.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 10 of 16

 

1 NAME OF REPORTING PERSON                 Peter W. Moran (“Moran”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                      (a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION                                                     U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
14,195,549 shares* (represented by 5,508,623 ADSs), of which 12,134,733 shares (represented by 6,067,366 ADSs) are directly owned by DCM V, 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V and 1,764,706 shares (represented by 882,353 ADSs) are directly owned by Hybrid Fund.  Moran is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
14,195,549 shares* (represented by 5,508,623 ADSs), of which 12,134,733 shares (represented by 6,067,366 ADSs) are directly owned by DCM V, 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V and 1,764,706 shares (represented by 882,353 ADSs) are directly owned by Hybrid Fund.  Moran is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                              14,195,549
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                   17.45%*
12 TYPE OF REPORTING PERSON*                                                                                          IN

 

* Consists of 12,134,733 Class B ordinary shares held directly by DCM V, 296,110 Class B ordinary shares held directly by Aff V and 1,764,706 Class A ordinary shares held directly by Hybrid Fund. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding Class A ordinary shares only (assuming conversion of the 12,134,733, Class B ordinary shares held by DCM V and the 296,110 Class B ordinary shares held by Aff V).  If the outstanding number of shares included both Class A and B ordinary shares, this percentage would be 8.25%.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 11 of 16

 

1 NAME OF REPORTING PERSON                       Thomas Blaisdell (“Blaisdell”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                      (a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION                                                         U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
14,195,549 shares* (represented by 5,508,623 ADSs), of which 12,134,733 shares (represented by 6,067,366 ADSs) are directly owned by DCM V, 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V and 1,764,706 shares (represented by 882,353 ADSs) are directly owned by Hybrid Fund.  Blaisdell is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
14,195,549 shares* (represented by 5,508,623 ADSs), of which 12,134,733 shares (represented by 6,067,366 ADSs) are directly owned by DCM V, 296,110 shares (represented by 148,055 ADSs) are directly owned by Aff V and 1,764,706 shares (represented by 882,353 ADSs) are directly owned by Hybrid Fund.  Blaisdell is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                              14,195,549
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                                     17.45%*
12 TYPE OF REPORTING PERSON*                                                                                          IN

 

* Consists of 12,134,733 Class B ordinary shares held directly by DCM V, 296,110 Class B ordinary shares held directly by Aff V and 1,764,706 Class A ordinary shares held directly by Hybrid Fund. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding Class A ordinary shares only (assuming conversion of the 12,134,733 Class B ordinary shares held by DCM V and the 296,110 Class B ordinary shares held by Aff V).  If the outstanding number of shares included both Class A and B ordinary shares, this percentage would be 8.25%.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 12 of 16

 

1 NAME OF REPORTING PERSON                         Jason Krikorian (“Krikorian”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                      (a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
1,764,706 shares* (represented by 882,353 ADSs) all of which are directly owned by Hybrid Fund.  Krikorian is a director of Hybrid Fund UGP, the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
1,764,706 shares* (represented by 882,353 ADSs) all of which are directly owned by Hybrid Fund.  Krikorian is a director of Hybrid Fund UGP, the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                              1,764,706
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                     ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                    2.56%
12 TYPE OF REPORTING PERSON*                                                                                          IN

 

* Consists of 1,764,706 Class A ordinary shares held directly by Hybrid Fund.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 13 of 16

 

ITEM 1.SECURITY AND ISSUER.

 

This Amendment No. 2 supplements and amends the Schedule 13D that was originally filed on November 8, 2013 as amended by Amendment No. 1 (as amended, the “Original Schedule 13D”), and is being filed to report the repurchase on June 30, 2014 of a portion of the ordinary shares, par value $0.00001 per share (the “Ordinary Shares”), of 58.com Inc., a Cayman Islands limited liability company (the “Company”) held by certain of the Reporting Persons. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Original Schedule 13D.

 

ITEM 4.PURPOSE OF TRANSACTION.

 

Item 4 of the Original Schedule 13D is hereby amended to add the following statements:

 

On June 30, 2014, the Company repurchased 7,652,229 Class B Ordinary Shares from DCM V and 186,720 Class B Ordinary Shares from Aff V.  

 

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.

 

Items 5(a), 5(b) and 5(c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a,b)        Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person. References to percentages of ownership of Ordinary Shares in this Amendment No. 2 are based upon 172,077,943 Ordinary Shares stated by the Company to be outstanding after consummation of the purchase by Tencent Holdings Limited of 36,805,000 Class A and B ordinary shares and the Company’s repurchase of 27,603,750 Ordinary Shares from existing pre-IPO shareholders described in the Company (such purchase and repurchase as described in the Company’s Report on 6K filed on June 30, 2013).

 

(c)            There were no transactions by the Reporting Persons of the Company’s Ordinary Shares or ADSs during the past 60 days other than the repurchase by the Company described below.

 

Name   Date   Number of Ordinary shares Sold*   Gross Sales Price
             
DCM V, L.P.   6/30/14   7,562,229   US$20 per share*
             
DCM Affiliates Fund V, L.P.   6/30/14   186,720   US$20 per share*

 

*Each ADS represents two Ordinary Shares.

 

ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Item 6 of the Original Schedule 13D is amended to add the following final paragraph: In connection with the Company’s repurchase of Ordinary Shares from Reporting Persons and certain other shareholders, certain of the Reporting Persons entered into a Share Repurchase Agreement with the Company dated as of June 27, 2014. Pursuant to the Share Repurchase Agreement, the Reporting Persons agreed to sell, and the Company agreed to buy, the Ordinary Shares described in Item 4 above at $20.00 per share.

 

 
 

 

CUSIP NO.   31680Q104 13D Page 14 of 16

 

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS.

 

Item 7 of the Schedule 13D is amended to add the following Exhibits:

 

EXHIBIT 1.2 Share Repurchase Agreement, dated as of June 27, 2014

 

 
 

 

CUSIP NO.   31680Q104 13D Page 15 of 16

 

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.

 

Date: July 3, 2014

 

  DCM V, L.P.
     
  By:  DCM INVESTMENT MANAGEMENT V, L.P.
  Its General Partner
     
  By:  DCM INTERNATIONAL V, LTD.
  Its General Partner
     
  By:  /s/ André Levi
    André Levi
    Assistant Secretary
   
  DCM AFFILIATES FUND V, L.P.
     
  By:  DCM INVESTMENT MANAGEMENT V, L.P.
  Its General Partner
     
  By:  DCM INTERNATIONAL V, LTD.
  Its General Partner
     
  By: /s/ André Levi
    André Levi
    Assistant Secretary
   
  DCM INVESTMENT MANAGEMENT V, L.P.
     
  By:  DCM INTERNATIONAL V, LTD.
  Its General Partner
     
  By: /s/ André Levi
    André Levi
    Assistant Secretary
   
  DCM INTERNATIONAL V, LTD.
     
  By: /s/ André Levi
    André Levi
    Assistant Secretary

 

 
 

 

CUSIP NO.   31680Q104 13D Page 16 of 16

 

  DCM HYBRID RMB FUND, L.P.
     
  By:  DCM HYBRID RMB FUND INVESTMENT
  MANAGEMENT, L.P.
  Its General Partner
     
  By:  DCM HYBRID RMB FUND INTERNATIONAL,
  LTD.
  Its General Partner
     
  By: /s/ André Levi
    André Levi
    Assistant Secretary
   
` DCM HYBRID RMB FUND INVESTMENT
  MANAGEMENT, L.P.
     
  By:  DCM HYBRID RMB FUND INTERNATIONAL,
  LTD.
  Its General Partner
     
  By: /s/ André Levi
    André Levi
    Assistant Secretary
   
  DCM HYBRID RMB FUND INTERNATIONAL, LTD.
     
  By: /s/ André Levi
    André Levi
    Assistant Secretary
     
  /s/ K. David Chao
  K. David Chao
   
  /s/ Peter W. Moran
  Peter W. Moran
   
  /s/ Thomas Blaisdell
  thomas Blaisdell
   
  /s/ Jason Krikorian
  JASON KRIKORIAN

 

 

 

 EX-1.2 2 v383198_ex1-2.htm EXHIBIT 1.2

 

EXECUTION VERSION

 

SHARE REPURCHASE AGREEMENT

 

THIS SHARE REPURCHASE AGREEMENT (the "Agreement") is made and entered into as of June 27, 2014 by and among:

 

(1)           58.com Inc., a company organized under the laws of the Cayman Islands (the “Company”); and

 

(2)           each of the parties set forth in Exhibit A hereto (each, a “Shareholder,” and collectively, the “Shareholders”).

 

WHEREAS, the Company desires to repurchase from Shareholders, and each of Shareholders desires to sell to the Company, an aggregate of 7,838,949 Class B ordinary shares of the Company, par value US$0.00001 each (collectively, the “Ordinary Shares”), on the terms and conditions set forth in this Agreement.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.AGREEMENT TO REPURCHASE AND SELL ORDINARY SHARES.

 

Subject to the terms and conditions hereof, each of Shareholders hereby agrees to sell to the Company, and the Company hereby agrees to repurchase from such Shareholder, such number of Ordinary Shares as set forth opposite such Shareholder’s name in Exhibit A hereto at a price of US$20.00 per Ordinary Share, or an aggregate repurchase price of US$156,778,980 (the “Repurchase Price”). The Ordinary Shares to be repurchased and sold pursuant to this Section 1 are collectively referred to as the “Repurchase Shares.”

 

2.CLOSINGS; DELIVERIES.

 

The closing of the repurchase and sale of the Repurchase Shares hereunder shall take place simultaneously when the Company issues certain shares in accordance with the Investment Agreement entered into by the Company and the relevant party thereto dated the date hereof or at such other time and place as may be mutually agreed upon by the Company and Shareholders (the “Closing”). At the Closing, the payment of the pro rate portion of the Repurchase Price to each Shareholder (in the amount as set forth opposite such Shareholder’s name in Exhibit A hereto) shall be made by wire transfer in U.S. dollars to an account designated by such Shareholder.

 

2.1.          Deliveries by Shareholders. At the Closing, each of Shareholders shall deliver to the Company an instrument of transfer, in the form as attached hereto as Exhibit B. duly signed by an authorized signatory of such Shareholder and the share certificates representing the number of Ordinary Shares to be sold by such Shareholder to the Company (as set forth opposite such Shareholder’s name in Exhibit A hereto) for cancellation by the Company.

 

2.2.         Deliveries by Company. At the Closing, the Company shall deliver to each Shareholders a copy of the relevant page of the Company’s register of members evidencing the cancellation of the Repurchased Shares.

 

1
 

 

3.REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

 

Each of Shareholders, severally and not jointly, represents and warrants to the Company as of the date hereof and the date of the Closing, as follows:

 

3.1.          Due Authorization. such Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder.

 

3.2.          Title to Repurchase Shares. such Shareholder is the sole record owner of the number of Ordinary Shares to be sold by such Shareholder to the Company (as set forth opposite such Shareholder’s name in Exhibit A hereto) at the Closing, free and clear of any mortgage, pledge, lien, encumbrance, security interest or charge of any kind, rights of first refusal, conditional sales or other title retention agreements, covenants, conditions or other similar restrictions or other encumbrances of any nature whatsoever.

 

3.3.          Compliance with Other Instruments and Agreements. The execution, delivery and performance of and compliance with this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any contract to which such Shareholder is a party or by which it may be bound, (ii) conflict with or result in a breach or violation in any material respect of any applicable laws or the constitutional documents of such Shareholder, or (iii) require any prior consent or approval.

 

4.MISCELLANEOUS

 

4.1.          Governing Law. This Agreement shall be governed by and construed exclusively in accordance the laws of the Cayman Islands.

 

4.2.          Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. This Agreement and the rights and obligations therein may not be assigned by any party thereto without the written consent of the other parties.

 

4.3.          Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with regard to the subjects hereof and thereof; provided, however, that nothing in this Agreement or related agreements shall be deemed to terminate or supersede the provisions of any confidentiality and non-disclosure agreements executed by the parties hereto prior to the date hereof, which agreements shall continue in full force and effect until terminated in accordance with their respective terms.

 

4.4.          Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.

 

— REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK —

 

2
 

 

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

  COMPANY:
   
  58.com Inc.
   
  By:
  Name: Jinbo Yao
  Title: CEO

 

[SIGNATURE PAGE TO SHARE REPURCHASE AGREEMENT]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

  SHAREHOLDERS:
   
  DCM V, L.P.
   
  By
  Name:  
  Title:  
   
  DCM Affiliates Fund V, L.P.
   
  By
  Name:  
  Title:  

 

[Signature page to Share Repurchase Agreement]

 

 
 

 

EXHIBIT A

 

SHAREHOLDERS 

 

Shareholder  

Number of Ordinary Shares to

be Sold to the Company

   Repurchase Price
DCM V, L.P.   7,652,229 Class B ordinary shares   US$153,044,580
DCM Affiliates Fund V, L.P.   186,720 Class B ordinary shares   US$3,734,400
Total   7,838,949 Class B ordinary shares   US$156,778,980

 

 
 

 

EXHIBIT B

 

INSTRUMENT OF TRANSFER

 

FOR VALUE RECEIVED

    ,               (amount)
     
I,   of    (transferor)
     
    ,                (address)

 

hereby sell, assign and transfer unto 58.com Inc. (transferee)

 

of Codan Trust Company (Cayman) Limited, Cricket Square, P.O. Box (address)
  2681, Grand Cayman KY1-1111  

 

(number of shares) Class B Ordinary
    Shares

 

of (company name)
  58.com Inc. (incorporated in the Cayman Islands)  

 

Dated this day of   , 2014

 

Signed by the Transferor:   In the presence of:
     
     
Name:   Witness

 

 

 

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