0000950142-19-002430.txt : 20191210 0000950142-19-002430.hdr.sgml : 20191210 20191210160351 ACCESSION NUMBER: 0000950142-19-002430 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191210 DATE AS OF CHANGE: 20191210 GROUP MEMBERS: GAP (BERMUDA) LTD GROUP MEMBERS: GAP COINVESTMENTS CDA, L.P. GROUP MEMBERS: GAP COINVESTMENTS III, LLC GROUP MEMBERS: GAP COINVESTMENTS IV, LLC GROUP MEMBERS: GAP COINVESTMENTS V, LLC GROUP MEMBERS: GENERAL ATLANTIC GENPAR (BERMUDA), L.P. GROUP MEMBERS: GENERAL ATLANTIC LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. GROUP MEMBERS: GENERAL ATLANTIC SINGAPORE FUND PTE. LTD. GROUP MEMBERS: GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fang Holdings Ltd CENTRAL INDEX KEY: 0001294404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85680 FILM NUMBER: 191277733 BUSINESS ADDRESS: STREET 1: BLOCK A, NO. 20 GUOGONGZHUANG MIDDLE ST CITY: BEIJING STATE: F4 ZIP: 100070 BUSINESS PHONE: (011-86) 10 56318000 MAIL ADDRESS: STREET 1: BLOCK A, NO. 20 GUOGONGZHUANG MIDDLE ST CITY: BEIJING STATE: F4 ZIP: 100070 FORMER COMPANY: FORMER CONFORMED NAME: SouFun Holdings Ltd DATE OF NAME CHANGE: 20100714 FORMER COMPANY: FORMER CONFORMED NAME: SOUFUN HOLDINGS LTD DATE OF NAME CHANGE: 20100714 FORMER COMPANY: FORMER CONFORMED NAME: SouFun Holdings LTD DATE OF NAME CHANGE: 20040619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 IRS NUMBER: 133503735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 SC 13D/A 1 eh1901312_13da7-fang.htm AMENDMENT NO. 7
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 
 
 
SCHEDULE 13D 
Under the Securities Exchange Act of 1934
 
(Amendment No. 7)

 
Fang Holdings Limited
(Name of Issuer)
 
Class A Ordinary Shares, par value HK$1.00 per share
(Title of Class of Securities)
 
836034108**
(CUSIP Number)
 
Thomas J. Murphy
c/o General Atlantic Service Company, L.P.
55 East 52nd Street, 33rd Floor
New York, New York 10055
(212) 715-4000 
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
 
 
December 6, 2019
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 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-1(a) 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 a prior cover page.
 
**  This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one Class A Ordinary Share.  No CUSIP has been assigned to the Class A Ordinary Shares.
 
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 (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). 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 2 of 18


1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Singapore Fund Pte. Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Singapore
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 3 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Singapore Interholdco Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 4 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners (Bermuda) III, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 5 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners (Bermuda) IV, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 6 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar (Bermuda), L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 7 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP (Bermuda) Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 8 of 18
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
OO
 

CUSIP No. 836034108
 
SCHEDULE 13D
Page 9 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 10 of 18
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
OO
 

CUSIP No. 836034108
 
SCHEDULE 13D
Page 11 of 18
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments V, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 12 of 18
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments CDA, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
11,106,442
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
11,106,442
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,106,442
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.0%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 13 of 18
 
Item 1.    Security and Issuer.

This Amendment No. 6 to Schedule 13D (as so amended, the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on July 18, 2016, as amended by Amendment No. 1 on July 21, 2016, by Amendment No. 2 on August 18, 2016, by Amendment No. 3 on November 14, 2016, by Amendment No. 4 on August 15, 2019, by Amendment No. 5 on September 6, 2019, and by Amendment No. 6 on November 19, 2019, and relates to the Class A ordinary shares, par value HK$1.00 per share (the “Class A Ordinary Shares”) of Fang Holdings Limited (formerly known as, Soufun Holdings Limited), (the “Company”), whose principal executive offices are located at Tower A, No. 20 Guogongzhuang Middle Street; Fengtai District, Beijing 100070; The People’s Republic of China.

The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing one Class A Ordinary Share, are listed on the New York Stock Exchange under the symbol “SFUN.” The Reporting Persons (as defined below) directly own only ADSs and do not directly own any Class A Ordinary Shares.

Item 2.    Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:

 
(i)
General Atlantic Singapore Fund Pte. Ltd., a Singapore company (“GASF”);
 
(ii)
General Atlantic Singapore Interholdco Ltd. (formerly known as General Atlantic Singapore Fund Interholdco Ltd.), a Bermuda exempted company (“GAS Interholdco”);
 
(iii)
General Atlantic Partners (Bermuda) III, L.P., a Bermuda exempted limited partnership (“GAP Bermuda III”);
 
(iv)
General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership (“GAP Bermuda IV”);
 
(v)
General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GenPar Bermuda”);
 
(vi)
GAP (Bermuda) Limited, a Bermuda exempted company (“GAP (Bermuda) Limited”);
 
(vii)
General Atlantic LLC, a Delaware limited liability company (“GA LLC”);
 
(viii)
GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
 
(ix)
GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
 
(x)
GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”); and
 
(xi)
GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”).

Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting  Persons.” GAP Bermuda III, GAP Bermuda IV, GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “GA Funds.”

The principal address of each of the Reporting Persons (other than GASF) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The principal address of GASF is Asia Square Tower 1, 8 Marina View, #41-04, Singapore 018960.

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.


CUSIP No. 836034108
 
SCHEDULE 13D
Page 14 of 18
 
The majority shareholder of GASF is GAS Interholdco. The members of GAS Interholdco that share beneficial ownership of the ADSs held of record by GASF are the GA Funds. The general partner of GAP Bermuda III and GAP Bermuda IV is GenPar Bermuda, and the general partner of GenPar Bermuda is GAP (Bermuda) Limited. GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are six members of the management committee of GA LLC (the “GA Management Committee”), as of the date hereof. The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. Each of the members of the GA Management Committee disclaims ownership of the ADSs except to the extent he or she has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LLC. The present principal occupation or employment of each of the directors of GASF and GAS Interholdco is set forth on Schedule A.

(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.    Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended as follows:

Between November 21, 2019 and December 6, 2019, GASF purchased an aggregate of 920,000 ADSs representing 920,000 Class A Ordinary Shares in open market purchases. GASF obtained the funds to purchase the ADSs from contributions from the GA Funds.

Item 4.    Purpose of Transaction.

No material change.

Item 5.    Interest in Securities of the Issuer.

Item 5 is hereby amended and replaced with the following:
(a) The percentages used herein are calculated based upon 65,403,005 Class A Ordinary Shares issued and outstanding as of September 30, 2019, as reported in the Company’s Announcement of Third Quarter 2019 Results, filed as an exhibit to Form 6-K with the U.S. Securities and Exchange Commission on November 19, 2019.

As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 11,106,442 ADSs representing 11,106,442 underlying Class A Ordinary Shares, or approximately 17.0% of the Company’s issued and outstanding Class A Ordinary Shares.

CUSIP No. 836034108
 
SCHEDULE 13D
Page 15 of 18
 
By virtue of the fact that (i) GAS Interholdco owns a majority of GASF’s voting shares, (ii) the GA Funds contributed the capital to GAS Interholdco to fund GASF’s purchases of the ADSs and may direct GAS Interholdco with respect to its shares of GASF, (iii) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda III and GAP Bermuda IV, (iv) GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and is the general partner of GAPCO CDA and (v) the members of the GA Management Committee control the investment decisions of GAP (Bermuda) Limited and GA LLC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ADSs owned of record by GASF. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 11,106,442 ADSs, representing 11,106,442 Class A Ordinary Shares, calculated on the basis of the number of Class A Ordinary Shares that may be acquired by the Reporting Persons  within 60 days, or approximately 17.0% of the Company’s issued and outstanding Class A Ordinary Shares.

(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 11,106,442 Class A Ordinary Shares that may be deemed to be beneficially owned by each of them.

(c) Except as previously reported or as set forth in this Item 5(c), Item 3, or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A Ordinary Shares during the past 60 days.

Between November 21, 2019 and December 6, 2019, GASF acquired the following ADSs set forth in the table below:

Date
ADSs Purchased
Underlying Class A Ordinary
Shares
Price Per ADS
November 21, 2019
100,000
100,000
$2.0000
November 26, 2019
100,000
100,000
$2.0000
December 2, 2019
220,000
220,000
$1.9155
December 3, 2019
100,000
100,000
$1.9500
December 4, 2019
100,000
100,000
$1.9800
December 6, 2019
300,000
300,000
$1.9900

(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e) Not applicable.

CUSIP No. 836034108
 
SCHEDULE 13D
Page 16 of 18
 
Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

No material change.

Item 7.    Materials to be Filed as Exhibits.

Exhibit 1:
Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed).
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 17 of 18
 
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.
 
Dated:  December 10, 2019

 
GENERAL ATLANTIC SINGAPORE FUND PTE. LTD.
 
 
 
 
 
 
 
By:
/s/ Ong Yu Huat
 
 
 
Name:
Ong Yu Huat
 
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
 
 
GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD.
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
 
 
GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P.
 
 
 
By:
General Atlantic GenPar (Bermuda), L.P., its General Partner
 
 
By: 
GAP (Bermuda) Limited, its General Partner 
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Managing Director
 
 
 
GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P.
 
 
 
By:
General Atlantic GenPar (Bermuda), L.P., its General Partner
 
 
By: 
GAP (Bermuda) Limited, its General Partner 
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Managing Director
 

 
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
 
 
 
 
 
 
 
By:
GAP (Bermuda) Limited, its General Partner
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GAP (BERMUDA) LIMITED
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GENERAL ATLANTIC LLC
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Managing Director
 
 
CUSIP No. 836034108
 
SCHEDULE 13D
Page 18 of 18
 
 
 
GAP COINVESTMENTS III, LLC
 
 
 
 
 
 
 
By:
General Atlantic LLC, its Managing Member
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GAP COINVESTMENTS IV, LLC
 
 
 
 
 
 
 
By:
General Atlantic LLC, its Managing Member
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GAP COINVESTMENTS V, LLC
 
 
 
 
 
 
 
By:
General Atlantic LLC, its Managing Member
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
GAP COINVESTMENTS CDA, L.P.
 
 
 
 
 
By:
General Atlantic LLC., its General Partner
 
 
 
 
 
 
 
By:
/s/ Thomas J. Murphy
 
 
 
Name:
Thomas J. Murphy
 
 
 
Title:
Managing Director
 
 
SCHEDULE A

Members of the GA Management Committee
(as of the date hereof) 

Name
Business Address
Citizenship
William E. Ford
(Chief Executive Officer)
55 East 52nd Street
33rd Floor
New York, New York 10055
United States
Gabriel Caillaux
23 Savile Row
London W1S 2ET
United Kingdom
France
Martin Escobari
55 East 52nd Street
33rd Floor
New York, New York 10055
Bolivia and Brazil
Anton J. Levy
 
55 East 52nd Street
33rd Floor
New York, New York 10055
United States
 
Sandeep Naik
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
United States
Graves Tompkins
55 East 52nd Street
33rd Floor
New York, New York 10055
United States

Directors of General Atlantic Singapore Fund Pte. Ltd.
(as of the date hereof)

Name
Business Address
Citizenship
Principal Occupation or Employment
Ong Yu Huat
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
Malaysia
Finance Director at General Atlantic Singapore Fund Management Pte. Ltd.

 

Directors of General Atlantic Singapore Interholdco Ltd.
(as of the date hereof)

Name
Business Address
Citizenship
Principal Occupation or Employment
J. Frank Brown
55 East 52nd Street
33rd Floor
New York, New York  10055
United States
Managing Director of GA LLC
Thomas J. Murphy
600 Steamboat Road
Greenwich, Connecticut 06830
United States
Managing Director of GA LLC
David A. Rosenstein
55 East 52nd Street
33rd Floor
New York, New York  10055
United States
Managing Director of GA LLC