0001144204-13-016530.txt : 20130321 0001144204-13-016530.hdr.sgml : 20130321 20130320202731 ACCESSION NUMBER: 0001144204-13-016530 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130321 DATE AS OF CHANGE: 20130320 GROUP MEMBERS: DCM AFFILIATES FUND V, L.P. GROUP MEMBERS: DCM HYBRID RMB FUND INTERNATIONAL, LTD. GROUP MEMBERS: DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P. GROUP MEMBERS: DCM HYBRID RMB FUND, L.P. GROUP MEMBERS: DCM INTERNATIONAL V, LTD. GROUP MEMBERS: DCM INVESTMENT MANAGEMENT V, L.P. GROUP MEMBERS: JASON KRIKORIAN GROUP MEMBERS: K. DAVID CHAO GROUP MEMBERS: PETER W. MORAN GROUP MEMBERS: THOMAS BLAISDELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vipshop Holdings Ltd CENTRAL INDEX KEY: 0001529192 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86788 FILM NUMBER: 13706224 BUSINESS ADDRESS: STREET 1: No. 20 Huahai Street STREET 2: Liwan district, CITY: Guangzhou STATE: F4 ZIP: 510370 BUSINESS PHONE: 86 (20) 2233-0000 MAIL ADDRESS: STREET 1: No. 20 Huahai Street STREET 2: Liwan district, CITY: Guangzhou STATE: F4 ZIP: 510370 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DCM V LP CENTRAL INDEX KEY: 0001391742 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2420 Sand Hill Rd STREET 2: Ste 200 CITY: Menlo Park STATE: CA ZIP: 94025 BUSINESS PHONE: 6502331400 MAIL ADDRESS: STREET 1: 2420 Sand Hill Rd STREET 2: Ste 200 CITY: Menlo Park STATE: CA ZIP: 94025 SC 13D/A 1 v338820_sc13d-a.htm SC 13D/A

 

CUSIP NO.   92763W103 13D Page 1 of 18

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13D/A

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)

 

(Amendment No.1)

 

Vipshop Holdings Limited

 

(Name of Issuer)

 

American Depositary Shares (ADS), each representing

Two Ordinary Shares, par value $0.0001 per share

 

(Title of Class of Securities)

92763W103

 

(CUSIP Number) 

 

  COPY TO:
André Levi Sean Caplice, Esq.
c/o DCM c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
2420 Sand Hill Road, Suite 200 1200 Seaport Boulevard
Menlo Park, CA 94025 Redwood City, California 94063
(650) 233-1400 (650) 321-2400

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 14, 2013

 

 (Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in the cover page.

 

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

 

(Continued on following pages)

 

 
 

 

CUSIP NO.   92763W103 13D Page 2 of 18

 

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM V, L.P. (“DCM V”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
9,231,361 ordinary shares (“Ordinary Shares”), except that DCM Investment Management V, L.P. (“GP V”), the general partner of DCM V, and DCM International V, Ltd. (“UGP V”), the general partner of GP V, may be deemed to have sole power to vote these shares, and K. David Chao (“Chao”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”), the directors of UGP V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
9,231,361 Ordinary Shares, except that GP V, the general partner of DCM V, and UGP V, the general partner of GP V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      
9,231,361
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9      
8.4%
12 TYPE OF REPORTING PERSON*
PN
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 3 of 18

 

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM Affiliates Fund V, L.P. (“Aff V”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER
225,253 Ordinary Shares, except that GP V, the general partner of Aff V, and UGP V, the general partner of GP V, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
225,253 Ordinary Shares, except that GP V, the general partner of Aff V, and UGP V, the general partner of GP V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,253
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
PN
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 4 of 18

 

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM Investment Management V, L.P. (“GP V”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER
9,456,614 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V and 225,253 Ordinary Shares are directly owned by Aff V.  GP V, the general partner of DCM V and Aff V, may be deemed to have sole power to vote these shares, except that UGP V, the general partner of GP V, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
9,456,614 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V and 225,253 Ordinary Shares are directly owned by Aff V.  GP V, the general partner of DCM V and Aff V, may be deemed to have sole power to dispose of these shares, except that UGP V, the general partner of GP V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,456,614
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%
12 TYPE OF REPORTING PERSON*
PN
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 5 of 18

 

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM International V, Ltd. (“UGP V”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER
9,456,614 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V and 225,253 Ordinary Shares are directly owned by Aff V.  UGP V is the general partner of GP V, the general partner of each of DCM V and Aff V, and may be deemed to have sole voting power with respect to such shares, except GP V, the general partner of each of DCM V and Aff V, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
9,456,614 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V and 225,253 Ordinary Shares are directly owned by Aff V.  UGP V is the general partner of GP V, the general partner of each of DCM V and Aff V, and may be deemed to have sole power to dispose of such shares, except GP V, the general partner of each of DCM V and Aff V, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP V, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,456,614
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%
12 TYPE OF REPORTING PERSON*
OO
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 6 of 18

 

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM Hybrid RMB Fund, L.P. (“Hybrid Fund”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER
6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 American Depositary Shares (“ADSs”), except that DCM Hybrid RMB Fund Investment Management, L.P. (“Hybrid Fund DGP”), the general partner of Hybrid Fund, and DCM Hybrid RMB Fund International, Ltd. (“Hybrid Fund UGP”), the general partner of Hybrid Fund DGP, may be deemed to have sole power to vote these shares, and Chao, Moran, Blaisdell and Jason Krikorian (“Krikorian”), the directors of Hybrid Fund UGP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, except that Hybrid Fund DGP, the general partner of Hybrid Fund, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,449,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12 TYPE OF REPORTING PERSON*
PN
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 7 of 18

 

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM Hybrid RMB Fund Investment Management, L.P. (“Hybrid Fund DGP”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER
6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund.  Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to vote these shares, except that Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may be deemed to have sole power to vote these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund.  Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to dispose of these shares, except that Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,449,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12 TYPE OF REPORTING PERSON*
PN
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 8 of 18

 

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM Hybrid RMB Fund International, Ltd. (“Hybrid Fund UGP”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨[ (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund.  Hybrid Fund UGP is the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have sole voting power with respect to such shares, except Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to vote these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund.  Hybrid Fund UGP is the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have sole power to dispose of these shares, except Hybrid Fund DGP, the general partner of Hybrid Fund, may be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,449,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12

TYPE OF REPORTING PERSON* OO

       

 

 
 

 

CUSIP NO.   92763W103 13D Page 9 of 18

 

 

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

PERSON
WITH
5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund.  Chao is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund.  Chao is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,906,274
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%
12 TYPE OF REPORTING PERSON*
IN
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 10 of 18

 

 

1 NAME OF REPORTING PERSON
Peter W. Moran (“Moran”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON 

WITH

 

5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund.  Moran is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund.  Moran is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,906,274
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%
12 TYPE OF REPORTING PERSON*
IN
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 11 of 18

 

 

1 NAME OF REPORTING PERSON
Thomas Blaisdell (“Blaisdell”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 

5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund.  Blaisdell is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
15,906,274 Ordinary Shares, of which 9,231,361 Ordinary Shares are directly owned by DCM V, 225,253 Ordinary Shares are directly owned by Aff V and 3,372,740 Ordinary Shares and 1,538,460 ADSs are directly owned by Hybrid Fund.  Blaisdell is a director of each of UGP V, the general partner of GP V, which is the general partner of each of DCM V and Aff V, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, which is the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,906,274
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%
12 TYPE OF REPORTING PERSON*
IN
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 12 of 18

 

 

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

NUMBER OF

 SHARES

 BENEFICIALLY

 OWNED BY EACH

 REPORTING

 PERSON

 WITH

 

5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund.  Krikorian is a director of Hybrid Fund UGP, the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
6,449,660 Ordinary Shares represented by 3,372,740 Ordinary Shares and 1,538,460 ADSs, all of which are directly owned by Hybrid Fund.  Krikorian is a director of Hybrid Fund UGP, the general partner of Hybrid Fund DGP, the general partner of Hybrid Fund, and may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,449,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12 TYPE OF REPORTING PERSON*
IN
       

 

 
 

 

CUSIP NO.   92763W103 13D Page 13 of 18

 

This Amendment No. 1 supplements and amends the Schedule 13D that was filed on March 28, 2012 (the “Original Schedule 13D”) and is being filed to report the sale by certain of the Reporting Persons of the Ordinary Shares of Vipshop Holdings Limited, a Cayman Islands limited company (the “Company”), in a secondary offering on March 14, 2013 (the “Secondary Sale”) of an aggregate 1,555,000 ADSs. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13D.

 

ITEM 4. PURPOSE OF TRANSACTION.

 

Item 4 is hereby amended to add the following statement: 

 

On March 14, 2013, each of the Reporting Persons converted 3,110,000 in the aggregate of their Ordinary Shares into 1,555,000 ADSs which were sold as described in Item 5. 

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

 

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

 

(a,b) Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person. References to percentages of ownership of Ordinary Shares in this Amendment No. 1 are based upon 110,300,505 Ordinary Shares stated to be outstanding as of immediately following consummation of the Secondary Sale in the Company’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on March 14, 2013.

 

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

 

Name Date Number of ADSs Sold* Gross Sales Price
       
DCM V, L.P. 3/14/13 1,366,165 US$24 per ADS*
       
DCM Affiliates Fund V, L.P. 3/14/13 33,335 US$24 per ADS*
       
DCM Hybrid RMB Fund, L.P. 3/14/13 155,500 US$24 per ADS*

 

*Each ADS represents two Ordinary Shares.

 

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

 

Item 6 of the Original Schedule 13D is amended to add the following final paragraph:

 

In connection with the Company’s follow-on public offering, the Reporting Persons, together with other existing shareholders, the underwriters, and officers and directors of the Company, entered into a Lock-Up Agreement. Pursuant to such Lock-Up Agreement, the Reporting Persons agreed that they will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of directly or indirectly, any Ordinary Shares or ADSs, except for the ADSs sold by the Reporting Persons in the Secondary Sale or securities convertible into or exchangeable or exercisable for such Ordinary Shares or ADSs, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, ADSs or any securities of the Company that are substantially similar to the ADSs or Ordinary Shares of the Company, or any options or warrants to purchase any ADSs or Ordinary Shares of the Company, or any securities convertible into, exchangeable for or that represent the right to receive ADSs or Ordinary Shares of the Company, whether now owned or hereinafter acquired, owned directly by the Reporting Persons or with respect to which the Reporting Persons have beneficial ownership, whether any of such aforementioned transactions are to be settled by delivery of the Ordinary Shares or ADSs or such other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the underwriter representatives for a period of 90 days after the public offering date set forth on the final prospectus of the Company. This summary description does not purport to be complete, and is qualified in its entirety by the Lock-Up Agreement attached as Exhibit E to the Underwriting Agreement filed with the Securities and Exchange Commission as Exhibit 1.1 to the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on February 21, 2013 (the “F-1”) and is incorporated herein by reference.

 

 
 

 

CUSIP NO.   92763W103 13D Page 14 of 18

 

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

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

 

EXHIBIT A Agreement of Joint Filing
   
EXHIBIT 1.1 Lock-Up Agreement entered into by and among the Company, the underwriters and certain others (incorporated by reference to Exhibit E of Exhibit 1.1 of the Company’s F-1).

 

 
 

 

CUSIP NO.   92763W103 13D Page 15 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.

 

Date: March 20, 2013

 

DCM V, L.P.

 

By: DCM INVESTMENT MANAGEMENT V, L.P.

Its General Partner

 

By: DCM INTERNATIONAL V, LTD.

Its General Partner

  

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM AFFILIATES FUND V, L.P.

 

By: DCM INVESTMENT MANAGEMENT V, L.P.

Its General Partner

 

By: DCM INTERNATIONAL V, LTD.

Its General Partner

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM INVESTMENT MANAGEMENT V, L.P.

 

By: DCM INTERNATIONAL V, LTD.

Its General Partner

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM INTERNATIONAL V, LTD.

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 
 

  

CUSIP NO.   92763W103 13D Page 16 of 18

 

 

DCM HYBRID RMB FUND, L.P.

 

By: DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P.

Its General Partner

 

By: DCM HYBRID RMB FUND INTERNATIONAL, LTD.

Its General Partner

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P.

 

By: DCM HYBRID RMB FUND INTERNATIONAL, LTD.

Its General Partner

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM HYBRID RMB FUND INTERNATIONAL, LTD.

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

/s/ K. David Chao                                    
K. David Chao

 

/s/ Peter W. Moran                                  

Peter W. Moran

 

/s/ Thomas Blaisdell                               

thomas Blaisdell

 

/s/ Jason Krikorian                                  

JASON KRIKORIAN

 

 
 

 

CUSIP NO.   92763W103 13D Page 17 of 18

 

 

exhibit A

 

Agreement of Joint Filing

 

 

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Ordinary Shares and ADSs of Vipshop Holdings Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

 

 

Date: March 20, 2013

 

DCM V, L.P.

 

By: DCM INVESTMENT MANAGEMENT V, L.P.

Its General Partner

 

By: DCM INTERNATIONAL V, LTD.

Its General Partner

  

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM AFFILIATES FUND V, L.P.

 

By: DCM INVESTMENT MANAGEMENT V, L.P.

Its General Partner

 

By: DCM INTERNATIONAL V, LTD.

Its General Partner

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM INVESTMENT MANAGEMENT V, L.P.

 

By: DCM INTERNATIONAL V, LTD.

Its General Partner

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 
 

 

CUSIP NO.   92763W103 13D Page 18 of 18

 

 

DCM INTERNATIONAL V, LTD.

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM HYBRID RMB FUND, L.P.

 

By: DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P.

Its General Partner

 

By: DCM HYBRID RMB FUND INTERNATIONAL, LTD.

Its General Partner

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P.

 

By: DCM HYBRID RMB FUND INTERNATIONAL, LTD.

Its General Partner

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

DCM HYBRID RMB FUND INTERNATIONAL, LTD.

 

By: /s/ André Levi                                  

André Levi
Assistant Secretary

 

 

/s/ K. David Chao                                    
K. David Chao

 

/s/ Peter W. Moran                                  

Peter W. Moran

 

/s/ Thomas Blaisdell                               

thomas Blaisdell

 

/s/ Jason Krikorian                                  

JASON KRIKORIAN