0001068238-15-000044.txt : 20150203 0001068238-15-000044.hdr.sgml : 20150203 20150203161502 ACCESSION NUMBER: 0001068238-15-000044 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150203 DATE AS OF CHANGE: 20150203 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS GP LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS L.P. GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY X L.P. GROUP MEMBERS: WARBURG PINCUS X GP L.P. GROUP MEMBERS: WARBURG PINCUS X L.P. GROUP MEMBERS: WARBURG PINCUS X PARTNERS L.P. GROUP MEMBERS: WPP GP LLC 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87683 FILM NUMBER: 15571277 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: WP X Asia Online Investment Holdings Ltd. CENTRAL INDEX KEY: 0001599626 IRS NUMBER: 980688041 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 wpxasiaoihltd_58cominc.htm SCHEDULE 13G/A wpxasiaoihltd_58cominc.htm




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934*
 
(Amendment No. 1)
 
 
58.com Inc.
(Name of Issuer)
 
Class A Ordinary Shares, par value US$0.00001 per share
(Title of Class of Securities)
 
31680Q104†
(CUSIP Number)
 
December 31, 2014
(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)


*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 on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).



 
Page 1 of 19

 

 
CUSIP No. 31680Q104                   
 
 
13G
 
Page  2                     of  19                 Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
WP X Asia Online Investment Holdings Limited (“WP X Asia”)
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
3  
  
 
SEC USE ONLY
4  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5  
SOLE VOTING POWER
 
0
6  
SHARED VOTING POWER
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
CO
 
______________________
 
† This CUSIP number applies to the Issuer’s American Depositary Shares (“ADS”)
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 2 of 19

 


 
CUSIP No. 31680Q104                     
                                                
 
13G
 
Page   3                    of  19                Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus Private Equity X, L.P.
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
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
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
PN

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 3 of 19

 


 
CUSIP No. 31680Q104                      
                                              
 
13G
 
Page  4                     of    19                Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus X Partners, L.P.
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
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
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
PN

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 4 of 19

 


 
CUSIP No. 31680Q104                       
                                              
 
13G
 
Page  5                      of  19                Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus X, L.P.
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
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
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
PN

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 5 of 19

 


 
CUSIP No. 31680Q104                         
                                               
 
13G
 
Page  6                     of  19                   Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus X GP L.P.
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
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
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
PN

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 6 of 19

 


 
CUSIP No. 31680Q104                        
                                              
 
13G
 
 
Page  7                    of  19                 Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
WPP GP LLC
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
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
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
OO

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 7 of 19

 


 
CUSIP No. 31680Q104                     
                                               
 
13G
 
Page  8                       of  19                    Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus Partners, L.P.
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
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
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
PN

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 8 of 19

 


 
CUSIP No. 31680Q104                    
                                                
 
13G
 
Page  9                      of  19                  Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus Partners GP LLC
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
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
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
OO

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 9 of 19

 


 
CUSIP No. 31680Q104                      
                                               
 
13G
 
Page  10                      of  19                Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus & Co.
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
3  
 
SEC USE ONLY
 
4  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5  
SOLE VOTING POWER
 
0
6  
SHARED VOTING POWER
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
PN

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 10 of 19

 


 
CUSIP No. 31680Q104                       
                                           
 
13G
 
Page  11                     of  19                 Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus LLC
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
3  
 
SEC USE ONLY
 
4  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5  
SOLE VOTING POWER
 
0
6  
SHARED VOTING POWER
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
0
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,521,196*
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.8%*
12  
TYPE OF REPORTING PERSON*
 
OO
 
____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.4%.

 
Page 11 of 19

 


 
CUSIP No. 31680Q104                  
                                          
 
13G
 
Page  12                     of  19                 Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Charles R. Kaye
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
3  
 
SEC USE ONLY
 
4  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5  
SOLE VOTING POWER
 
57,492‡
6  
SHARED VOTING POWER
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
57,492‡
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,578,688
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.9%*
12  
TYPE OF REPORTING PERSON*
 
IN

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.5%.
‡ Such amount consists of 28,746 ADSs held directly or indirectly by Mr. Kaye, each of which represents two (2) Class A Ordinary Shares of the Issuer.

 
Page 12 of 19

 


 
CUSIP No. 31680Q104                        
                                             
 
13G
 
Page  13                    of  19                 Pages

1  
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Joseph P. Landy
2  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ¨
(b)  ý
 
 
3  
 
SEC USE ONLY
 
4  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5  
SOLE VOTING POWER
 
66,616‡
6  
SHARED VOTING POWER
 
9,521,196*
7  
SOLE DISPOSITIVE POWER
 
66,616‡
8  
SHARED DISPOSITIVE POWER
 
9,521,196*
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,587,812
10  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.9%*
12  
TYPE OF REPORTING PERSON*
 
IN

____________________
 
* Such amount consists of 68,028 ADSs and 9,385,140 Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, the Class B Ordinary Shares held by WP X Asia would be convertible into 4,692,570 ADS of the Issuer. Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 98,301,844 Class A Ordinary Shares outstanding as reported in the press release filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2014, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 5.5%.
‡ Such amount consists of 33,308 ADSs held directly by Mr. Landy, each of which represents two (2) Class A Ordinary Shares of the Issuer.

 
Page 13 of 19

 

This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G (the “Initial Schedule 13G”) filed by (i) WP X Asia Online Investment Holdings Limited, a British Virgin Islands company; (ii) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership; (iii) Warburg Pincus X Partners, L.P., a Delaware limited partnership; (iv) Warburg Pincus X, L.P., a Delaware limited partnership; (v) Warburg Pincus X LLC, a Delaware limited liability company; (vi) Warburg Pincus Partners LLC, a New York limited liability company; (vii) Warburg Pincus & Co., a New York general partnership; (viii) Warburg Pincus LLC, a New York limited liability company; and (ix) Messrs. Charles R. Kaye and Joseph P. Landy  with the Securities and Exchange Commission with respect to the Class A Ordinary Shares, par value US$0.00001 per share (“Ordinary Shares”), of 58.com Inc. (the “Company”) on February 14, 2014.


Item 1(a)
Name of Issuer:
   
 
The name of the Issuer is 58.com Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”).
   
Item 1(b)
Address of Issuer’s Principal Executive Offices:
   
 
The Company’s principal executive office is located at Block E, The North American International Business Center, Yi 108 Beiyuan Road, Chaoyang District, Beijing 100101,
 
People's Republic of China.
   
Items 2(a)
Name of Person Filing:
   
 
This Schedule 13G is being filed by (i) WP X Asia Online Investment Holdings Limited, a British Virgin Islands company (“WP X Asia”), a wholly owned subsidiary of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), and Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X” and together with WP X, the “WP X Funds”); (ii) WP X; (iii) WPP X; (iv) Warburg Pincus X, L.P., a Delaware limited partnership and the sole general partner of each of the WP X Funds (“WP X LP”); (v) Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP”) and the sole general partner of WP X LP; (vi) WPP GP LLC, a Delaware limited liability company (“WPP GP”), and the sole general partner of WP X GP; (vii) Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), and the managing member of WPP GP; (viii) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), and the sole general partner of WP Partners; (ix) Warburg Pincus & Co., a New York general partnership (“WP”), and the managing member of WP Partners GP; (x) Warburg Pincus LLC, a New York limited liability company (“WP LLC”) that manages each of the WP X Funds; and (xi) Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC.  Each of WP X Asia, WP X, WPP X, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC and Messrs. Kaye and Landy, collectively being referred to herein as the “Warburg Pincus Reporting Persons”).
   
 
Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person or any of its affiliates is the beneficial owner of any Ordinary Shares or ADS for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or for any other purpose.
   
Item 2(b)
Address of Principal Business Office:
   
 
The address of the principal business office of the Warburg Pincus Reporting Persons is c/o Warburg Pincus & Co., 450 Lexington Avenue, New York, New York 10017.
   
Item 2(c)
Citizenship:
   
 
WP X Asia is a British Virgin Islands company, WP X is a Delaware limited partnership, WPP X is a Delaware limited partnership, WP X LP is a Delaware limited partnership, WP X GP is a Delaware limited partnership, WPP GP is a Delaware limited liability company, WP Partners is a Delaware limited partnership, WP Partners GP is a Delaware limited liability company, WP is a New York general partnership and WP LLC is a New York limited liability company.  Mr. Kaye and Mr. Landy are each United States citizens.

 

 
 
Page 14 of 19

 
 
Item 2(d)
Title of Class of Securities:
   
 
Class A Ordinary Shares, par value US$0.00001 per share (“Ordinary Shares”).
   
Item 2(e)
CUSIP Number:
   
 
31680Q104
   
Item 3
Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
 
Not applicable.
   
Item 4
Ownership:
   
 
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each of the Warburg Pincus Reporting Persons and in the footnote of the cover page hereto and is incorporated herein by reference for each such Warburg Pincus Reporting Person.
   
Item 5
Ownership of Five Percent or Less of a Class:
   
 
Not applicable.
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Class A Ordinary Shares.
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
Not Applicable.
   
Item 8
Identification and Classification of Members of the Group:
   
 
The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act.  The joint filing agreement among the Warburg Pincus Reporting Persons is attached hereto as Exhibit 99.1. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of these securities (except to the extent of any pecuniary interest therein), and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable.
   
Item 10
Certification:
   
 
Not Applicable.
 
 
 
 
 
 
 
 

 
Page 15 of 19

 

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 3, 2015
 
 
WP X ASIA ONLINE INVESTMENT HOLDINGS LIMITED
   
   
 
By:
/s/ Steven G. Glenn
   
Name: Steven G. Glenn
   
Title: Director
   
   
 
WARBURG PINCUS PRIVATE EQUITY X, L.P.
   
 
By: Warburg Pincus X, L.P., its general partner
 
By: Warburg Pincus X GP L.P., its general partner
  By: WPP GP LLC, its general partner
  By: Warburg Pincus Partners, L.P., its managing member
 
By: Warburg Pincus Partners GP LLC, its general partner
 
By: Warburg Pincus & Co., its managing member
   
   
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
   
   
 
WARBURG PINCUS X PARTNERS, L.P.
     
 
By: Warburg Pincus X, L.P., its general partner
 
By: Warburg Pincus X GP L.P., its general partner
  By: WPP GP LLC, its general partner
  By: Warburg Pincus Partners, L.P., its managing member
 
By: Warburg Pincus Partners GP LLC, its general partner
 
By: Warburg Pincus & Co., its managing member
   
   
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
   
   
 
WARBURG PINCUS X, L.P.
   
 
By: Warburg Pincus X GP L.P., its general partner
  By: WPP GP LLC, its general partner
  By: Warburg Pincus Partners, L.P., its managing member
 
By: Warburg Pincus Partners GP LLC, its general partner
 
By: Warburg Pincus & Co., its managing member
   
   
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
   
 
 
 
Page 16 of 19

 
 
 
WARBURG PINCUS X GP L.P.
 
     
 
By: WPP GP LLC, its general partner
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
By: Warburg Pincus & Co., its managing member
 
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
     
     
 
WPP GP LLC
 
     
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
By: Warburg Pincus & Co., its managing member
 
     
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
     
     
 
WARBURG PINCUS PARTNERS, L.P.
 
     
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
By: Warburg Pincus & Co., its managing member
 
     
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
     
     
 
WARBURG PINCUS PARTNERS GP LLC
 
     
 
By: Warburg Pincus & Co., its managing member
 
     
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
     
     
 
WARBURG PINCUS & CO.
 
     
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
 
 
 
 
 
Page 17 of 19

 
 
 
WARBURG PINCUS LLC
 
 
 
 
 
 
 
By:
/s/ Robert B. Knauss
 
 
 Name: Robert B. Knauss
 
 
 Title: Managing Director
 
 
 
 
 
 
 
CHARLES R. KAYE
 
 
 
 
 
 
 
By:
/s/ Robert B. Knauss
 
 
Robert B. Knauss, Attorney-in-fact*
 
 
 
 
 
 
 
JOSEPH P. LANDY
 
 
 
 
 
 
 
By:
/s/ Robert B. Knauss
 
 
Robert B. Knauss, Attorney-in-fact*
 
 
 
__________________________
 
*
The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.
 
   

 
Page 18 of 19

 

EXHIBIT INDEX
-------------

Exhibit 99.1: Joint Filing Agreement, dated February 3, 2015, by and among the Warburg Pincus Reporting Persons.

Page 19 of 19


EX-99.1 2 ex99-1.htm EXHIBIT 99.1 TO SCHEDULE 13G/A ex99-1.htm


Exhibit 99.1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
---------------------------------

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: February 3, 2015

[Signature Pages Follow]
 
 
 
 
 

 
 

 

 
WP X ASIA ONLINE INVESTMENT HOLDINGS LIMITED
   
   
 
By:
/s/ Steven G. Glenn
   
Name: Steven G. Glenn
   
Title: Director
   
   
 
WARBURG PINCUS PRIVATE EQUITY X, L.P.
   
 
By: Warburg Pincus X, L.P., its general partner
 
By: Warburg Pincus X GP L.P., its general partner
  By: WPP GP LLC, its general partner
  By: Warburg Pincus Partners, L.P., its managing member
 
By: Warburg Pincus Partners GP LLC, its general partner
 
By: Warburg Pincus & Co., its managing member
   
   
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
   
   
 
WARBURG PINCUS X PARTNERS, L.P.
     
 
By: Warburg Pincus X, L.P., its general partner
 
By: Warburg Pincus X GP L.P., its general partner
  By: WPP GP LLC, its general partner
  By: Warburg Pincus Partners, L.P., its managing member
 
By: Warburg Pincus Partners GP LLC, its general partner
 
By: Warburg Pincus & Co., its managing member
   
   
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
   
   
 
WARBURG PINCUS X, L.P.
   
 
By: Warburg Pincus X GP L.P., its general partner
  By: WPP GP LLC, its general partner
  By: Warburg Pincus Partners, L.P., its managing member
 
By: Warburg Pincus Partners GP LLC, its general partner
 
By: Warburg Pincus & Co., its managing member
   
   
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
   
 
 
 
 

 
 
 
WARBURG PINCUS X GP L.P.
 
     
 
By: WPP GP LLC, its general partner
 
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
By: Warburg Pincus & Co., its managing member
 
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
     
     
 
WPP GP LLC
 
     
 
By: Warburg Pincus Partners, L.P., its managing member
 
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
By: Warburg Pincus & Co., its managing member
 
     
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
     
     
 
WARBURG PINCUS PARTNERS, L.P.
 
     
 
By: Warburg Pincus Partners GP LLC, its general partner
 
 
By: Warburg Pincus & Co., its managing member
 
     
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
     
     
 
WARBURG PINCUS PARTNERS GP LLC
 
     
 
By: Warburg Pincus & Co., its managing member
 
     
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
     
     
 
WARBURG PINCUS & CO.
 
     
     
 
By:
/s/ Robert B. Knauss
   
Name: Robert B. Knauss
   
Title: Partner
 
 
 
 
 
 

 
 
 
WARBURG PINCUS LLC
 
 
 
 
 
 
 
By:
/s/ Robert B. Knauss
 
 
 Name: Robert B. Knauss
 
 
 Title: Managing Director
 
 
 
 
 
 
 
CHARLES R. KAYE
 
 
 
 
 
 
 
By:
/s/ Robert B. Knauss
 
 
Robert B. Knauss, Attorney-in-fact*
 
 
 
 
 
 
 
JOSEPH P. LANDY
 
 
 
 
 
 
 
By:
/s/ Robert B. Knauss
 
 
Robert B. Knauss, Attorney-in-fact*
 
 
__________________________

*
The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.