SC 13G/A 1 sc13gluckincoffee.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
 
Luckin Coffee Inc.
(Name of Issuer)
 
American Depositary Shares, Each Representing Eight (8) Class A Ordinary Shares, Par Value US$0.000002 Per Share
(Title of Class of Securities)
 
54951L109  
(CUSIP Number)
 
January 9, 2020
(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)
X
Rule 13d-1(c)
☐
Rule 13d-1(d)
 
(Page 1 of 13 Pages)

______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
CUSIP No. 54951L109
 13G/A
 Page 2 of 13 Pages


1
NAME OF REPORTING PERSON
Lone Pine Capital LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
        10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
        10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
       10.6%
12
TYPE OF REPORTING PERSON
       OO



 
 
CUSIP No. 54951L109
 13G/A
 Page 3 of 13 Pages
 

1
NAME OF REPORTING PERSON
Lone Cypress, Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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
0
6
SHARED VOTING POWER
      5,107,264 American Depositary Shares, Representing 40,858,112 Class A Ordinary Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
        5,107,264 American Depositary Shares, Representing 40,858,112 Class A Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  5,107,264 American Depositary Shares, Representing 40,858,112 Class A Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
12
TYPE OF REPORTING PERSON
OO
 
 
CUSIP No. 54951L109
 13G/A
 Page 4 of 13 Pages
 
1
NAME OF REPORTING PERSON
David F. Craver
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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
0
6
SHARED VOTING POWER
 10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%
12
TYPE OF REPORTING PERSON
IN

 
 
CUSIP No. 54951L109
 13G/A
 Page 5 of 13 Pages
 
1
NAME OF REPORTING PERSON
Brian F. Doherty
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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
0
6
SHARED VOTING POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%
12
TYPE OF REPORTING PERSON
IN


 
 
CUSIP No. 54951L109
 13G/A
 Page 6 of 13 Pages
1
NAME OF REPORTING PERSON
Mala Gaonkar
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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
0
6
SHARED VOTING POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%
12
TYPE OF REPORTING PERSON
IN


 
 
CUSIP No. 54951L109
 13G/A
 Page 7 of 13 Pages
 
1
NAME OF REPORTING PERSON
Kelly A. Granat
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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
0
6
SHARED VOTING POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%
12
TYPE OF REPORTING PERSON
IN


 
 
CUSIP No. 54951L109
 13G/A
 Page 8 of 13 Pages
 
1
NAME OF REPORTING PERSON
Stephen F. Mandel, Jr.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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
0
6
SHARED VOTING POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%
12
TYPE OF REPORTING PERSON
IN


 
 
CUSIP No. 54951L109
 13G/A
 Page 9 of 13 Pages
 
1
NAME OF REPORTING PERSON
Kerry A. Tyler
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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
0
6
SHARED VOTING POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%
12
TYPE OF REPORTING PERSON
IN


 
 
CUSIP No. 54951L109
 13G/A
 Page 10 of 13 Pages
 
 
 
Item 1(a).
NAME OF ISSUER
 
Luckin Coffee Inc. (the "Issuer")
   

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
 
17F BLOCK A, TEFANG PORTMAN TOWER
 
NO. 81 ZHANHONG ROAD, SIMING DISTRICT
XIAMEN, FUJIAN F4 361008

Item 2(a).
NAME OF PERSON FILING
 
This statement is filed by:
 
Lone Pine Capital LLC, a Delaware limited liability company ("Lone Pine Capital"), which serves as investment manager to Lone Spruce, L.P., a Delaware limited partnership ("Lone Spruce"), Lone Cascade, L.P., a Delaware limited partnership ("Lone Cascade"), Lone Sierra, L.P., a Delaware limited partnership ("Lone Sierra"), Lone Cypress, Ltd., a Cayman Islands exempted company ("Lone Cypress"), and Lone Monterey Master Fund, Ltd., a Cayman Islands exempted company ("Lone Monterey Master Fund", and together with Lone Spruce, Lone Cascade, Lone Sierra, Lone Cypress and Lone Monterey Master Fund, the "Lone Pine Funds"), with respect to the American Depositary Shares directly held by each of the Lone Pine Funds. Lone Pine Capital has the authority to dispose of and vote the shares of American Depositary Shares directly held by the Lone Pine Funds.
 
Lone Cypress, Ltd., a Cayman Islands exempted company.
 
David F. Craver ("Mr. Craver"), Brian F. Doherty ("Mr. Doherty"), Mala Gaonkar ("Ms. Gaonkar"), Kelly A. Granat ("Ms. Granat"), and Kerry A. Tyler ("Ms. Tyler"), each an Executive Committee Member of Lone Pine Managing Member LLC, which is the Managing Member of Lone Pine Capital, with respect to the American Depositary Shares directly held by each of the Lone Pine Funds.
 
Stephen F. Mandel, Jr. ("Mr. Mandel"), the Managing Member of Lone Pine Managing Member LLC, which is the Managing Member of Lone Pine Capital, with respect to the American Depositary Shares directly held by each of the Lone Pine Funds.
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons".  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. None of the Reporting Persons directly own any shares of American Depositary Shares.
   

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
 
The address of the business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, Connecticut 06830.
   
 
 
Item 2(c).
CITIZENSHIP 
 
Lone Pine Capital is a limited liability company organized under the laws of the State of Delaware.  Mr. Craver, Mr. Doherty, Ms. Gaonkar, Ms. Granat, Mr. Mandel, Ms. Tyler are United States citizens. 
 
 
Item 2(d).
TITLE OF CLASS OF SECURITIES 
  American Depositary Shares, Each Representing Eight (8) Class A Ordinary Shares, Par Value US$0.000002 Per Share ("American Depositary Shares")
 
 
 Item 2(e).
CUSIP NUMBER 
 
54951L109
 
 
 
 
CUSIP No. 54951L109
 13G/A
 Page 11 of 13 Pages
 
 
Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
☐
Broker or dealer registered under Section 15 of the Act;
 
(b)
☐
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
☐
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
☐
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
☐
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
☐
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
☐
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
☐
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
☐
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________
 

Item 4.
OWNERSHIP

 
 
A.  Lone Pine Capital LLC, David F. Craver, Brian F. Doherty, Mala Gaonkar, Kelly A. Granat, Stephen F. Mandel, Jr. and Kerry A. Tyler
 
(a) Amount beneficially owned:  10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
(b) Percent of class: 10.6%.  The percentages set forth in this Item 4 and in the rest of this Schedule 13G/A are based upon a total of 775,087,728 Class A ordinary shares issued and outstanding by the Issuer as of January 10, 2020 in its Form 424B4 filed on January 10, 2020.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:  10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:  10,345,069 American Depositary Shares, Representing 82,760,552 Class A Ordinary Shares
 
B.  Lone Cypress, Ltd.
 
(a) Amount beneficially owned:  5,107,264 American Depositary Shares, Representing 40,858,112 Class A Ordinary Shares
(b) Percent of class: 5.2%.  The percentages set forth in this Item 4 and in the rest of this Schedule 13G/A are based upon a total of 775,087,728 Class A ordinary shares issued and outstanding by the Issuer as of January 10, 2020 in its Form 424B4 filed on January 10, 2020.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 5,107,264 American Depositary Shares, Representing 40,858,112 Class A Ordinary Shares
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 5,107,264 American Depositary Shares, Representing 40,858,112 Class A Ordinary Shares
 
 
 
CUSIP No. 54951L109
 13G/A
 Page 12 of 13 Pages
 
 
   

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
 
 
Not applicable.
   

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
 
Not applicable
   

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
 
Not applicable
   

Item 9.
NOTICE OF DISSOLUTION OF GROUP
 
Not applicable
   




Item 10.
CERTIFICATION

 
Each of the Reporting Persons hereby makes the following certification:
   
   
 
By signing below each Reporting Person certifies that, to the best of his or its 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.
 
 
CUSIP No. 54951L109
 13G/A
 Page 13 of 13 Pages
 
 
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE:  January 13, 2020

     
 
 
 
 
 
By:  /s/ David F. Craver
 
 
David F. Craver, individually and as an
 
 
Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC, which also serves as investment manager to Lone Cypress, Ltd.
     
   
By:  /s/ Brian F. Doherty 
    Brian F. Doherty, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC, which also serves as investment manager to Lone Cypress, Ltd.
     
    By:  /s/ Mala Gaonkar
    Mala Gaonkar, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC, which also serves as investment manager to Lone Cypress, Ltd.
     
    By:  /s/ Kelly A. Granat
    Kelly A. Granat, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC, which also serves as investment manager to Lone Cypress, Ltd.
     
    By:  /s/ Stephen F. Mandel, Jr.
    Stephen F. Mandel, Jr., individually and as
    Managing Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC, which also serves as investment manager to Lone Cypress, Ltd.
     
    By:  /s/ Kerry A. Tyler
    Kerry A. Tyler, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC, which also serves as investment manager to Lone Cypress, Ltd.