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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
Under the Securities Exchange Act of 1934
Qunar Cayman Islands Limited
(Name of Issuer)
Ordinary Shares, par value $0.001 each
(Title of Class of Securities)
74906P104
(CUSIP Number)
January 20, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 |
Names of Reporting Persons
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Check the Appropriate Box if a Member of a Group
(a) o (b) o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization
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Number of |
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Sole Voting Power
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Shared Voting Power
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Sole Dispositive Power
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Shared Dispositive Power
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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Percent of Class Represented by Amount in Row (9)
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Type of Reporting Person
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* See Item 4 below.
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1 |
Names of Reporting Persons
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Check the Appropriate Box if a Member of a Group
(a) o (b) o | ||
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SEC Use Only
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4 |
Citizenship or Place of Organization
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Number of |
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Sole Voting Power
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Shared Voting Power
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Sole Dispositive Power
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8 |
Shared Dispositive Power
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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Percent of Class Represented by Amount in Row (9)
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Type of Reporting Person
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* See Item 4 below.
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Item 1(a). |
Name of Issuer: |
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Item 1(b). |
Address of Issuer’s Principal Executive Offices: Yard 29, Suzhou Street Haidian District, Beijing 100080 The People’s Republic of China |
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Item 2(a). |
Name of Person Filing: M Strat Holdings GP, Ltd. |
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Item 2(b). |
Address of Principal Business Office, or, if none, Residence: the offices of Walkers Corporate Limited Cayman Corporate Centre, 27 Hospital Road, George Town Grand Cayman KY1-9008 Cayman Islands
M Strat Holdings GP, Ltd.: the offices of Walkers Corporate Limited Cayman Corporate Centre, 27 Hospital Road, George Town Grand Cayman KY1-9008 Cayman Islands |
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Item 2(c). |
Citizenship: M Strat Holdings GP, Ltd. — Cayman Islands |
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Item 2(d). |
Title of Class of Securities:
The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class A ordinary share is convertible at any time at the election of the holder into one Class B ordinary share. Each Class A ordinary share is entitled to three votes, whereas each Class B ordinary share is entitled to one vote. |
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Item 2(e). |
CUSIP No.: |
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Item 3. |
Not Applicable |
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Item 4. |
Ownership |
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Reporting Person: |
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M Strat Holdings, L.P. |
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M Strat Holdings GP, Ltd. |
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(a) Amount beneficially owned: |
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85,748,724 |
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85,748,724 |
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(b) Percent of class: |
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19.8 |
% |
19.8 |
% |
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(c) Number of shares as to which the person has: |
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(i) Sole power to vote or direct the vote: |
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85,748,724 |
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85,748,724 |
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(ii) Shared power to vote or to direct the vote: |
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(iii) Sole power to dispose or to direct the disposition of: |
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85,748,724 |
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85,748,724 |
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(iv) Shared power to dispose or to direct the disposition of: |
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M Strat Holdings, L.P., a Cayman Islands limited partnership, is the record owner of (i) 15,684,024 American depository shares of the Issuer, representing 47,052,072 Class B ordinary shares of the Issuer, and (ii) 38,696,652 Class B ordinary shares of the Issuer. M Strat Holdings GP, Ltd., a Cayman Islands company, is the sole general partner of M Strat Holdings, L.P. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, M Strat Holdings GP, Ltd. may be deemed to beneficially own all of the Ordinary Shares held by M Strat Holdings, L.P.
* Percent of class is based on 434,147,516 outstanding Ordinary Shares as a single class, being the sum of 7,345,925 Class A ordinary shares and 426,801,591 Class B ordinary shares outstanding as of February 29, 2016, as reported in the Issuer’s fourth quarter and fiscal year 2015 financial results included as an exhibit to the Issuer’s report on Form 6-K, furnished to the Securities and Exchange Commission on March 21, 2016, and assumes conversion of all Class A ordinary shares into Class B ordinary shares. The voting power of the Ordinary Shares beneficially owned represents 19.1% of the total outstanding voting power
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Item 5. |
Ownership of Five Percent or Less of a Class |
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Not applicable | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable | |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable | |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable | |
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Item 10. |
Certifications |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. | |
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.
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Dated: April 1, 2016 |
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M Strat Holdings, L.P. | |
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By: |
M Strat Holding GP, Ltd. |
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Its General Partner |
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By: |
/s/ David Bree |
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Name: David Bree | |
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Capacity: Director | |
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M Strat Holdings GP, Ltd. | |
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By: |
/s/ David Bree |
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Name: David Bree | |
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Title: Director | |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.001 per share, of Qunar Cayman Islands Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
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Dated: April 1, 2016 |
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M Strat Holdings, L.P. | |
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By: |
M Strat Holding GP, Ltd. |
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Its General Partner |
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By: |
/s/ David Bree |
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Name: David Bree | |
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Capacity: Director | |
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M Strat Holdings GP, Ltd. | |
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By: |
/s/ David Bree |
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Name: David Bree | |
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Title: Director | |