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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Jiayuan.com International Ltd.
(Name of Issuer)
Ordinary shares, par value US$0.001 per share
(Title of Class of Securities)
477374 102
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
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 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. 477374 102 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(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 |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
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 (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(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 |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
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 (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(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 |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
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 (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
Item 1. | |||
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(a) |
Name of Issuer | |
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(b) |
Address of Issuers Principal Executive Offices No. 35 Anding Road Chaoyang District, Beijing, Peoples Republic of China | |
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Item 2. | |||
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(a) |
Name of Person Filing Qiming GP, L.P. Qiming Venture Partners, L.P. | |
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(b) |
Address of Principal Business Office or, if none, Residence | |
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(c) |
Citizenship Qiming GP, L.P. Cayman Islands Qiming Venture Partners, L.P. Cayman Islands | |
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(d) |
Title of Class of Securities | |
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(e) |
CUSIP Number | |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
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Not applicable. |
Item 4. |
Ownership |
The following information with respect to the ownership of the ordinary shares of Jiayuan.com International Ltd. (the Issuer) by each of the reporting persons is provided as of December 31, 2015: |
Reporting Person |
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Amount |
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Percent of |
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Sole power to |
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Shared power |
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Sole power to |
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Shared power |
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Qiming Corporate GP, Ltd. |
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6,456,507 |
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14.4 |
% |
6,456,507 |
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0 |
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6,456,507 |
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0 |
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Qiming GP, L.P. |
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6,231,868 |
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14.0 |
% |
6,231,868 |
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0 |
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6,231,868 |
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0 |
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Qiming Venture Partners, L.P. |
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6,231,868 |
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14.0 |
% |
6,231,868 |
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0 |
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6,231,868 |
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0 |
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6,190,547 ordinary shares and 27,547 ADSs of the Issuer are beneficially owned by Qiming Venture Partners, L.P. 92,653 ordinary shares and 490 ADSs of the Issuer are beneficially owned by Qiming Managing Directors Fund, L.P. JP Gan holds share options for 122,813 ordinary shares of the Issuer which are exercisable by JP Gan within 60 days of December 31, 2015 and restricted share awards for 8,438 ordinary shares vested or vesting within 60 days of December 31, 2015. The general partner of Qiming Venture Partners, L.P. is Qiming GP, L.P., a Cayman Islands exempted limited partnership. The general partner of both Qiming Managing Directors Fund, L.P. and Qiming GP, L.P. is Qiming Corporate GP, Ltd., a Cayman Islands limited company. Each of Qiming GP, L.P. and Qiming Corporate GP, Ltd. may be deemed to beneficially own the shares beneficially owned or deemed to be beneficially owned by the entity to which it is the general partner. | |
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The voting and investment power of the shares held by Qiming Venture Partners, L.P. and Qiming Managing Directors Fund, L.P. is exercised by the investment committee of Qiming Corporate GP, Ltd., which consists of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley. Therefore, Duane Kuang, Gary Rieschel, JP Gan and Robert Headley exercise voting and investment powers over the shares held by the Reporting Persons and may be deemed to have beneficial ownership over all 6,456,507 shares reported herein. Each of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley disclaims beneficial ownership of the ordinary shares owned by Qiming Venture Partners, L.P. and Qiming Managing Directors Fund, L.P. except to the extent of such persons own pecuniary interest therein. | |
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Item 5. |
Ownership of Five Percent or Less of a Class | |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | ||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |
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 | |
Not applicable. | ||
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Item 8. |
Identification and Classification of Members of the Group | |
Not applicable. | ||
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Item 9. |
Notice of Dissolution of Group | |
Not applicable. | ||
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Item 10. |
Certification | |
Not applicable. | ||
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.
Date: February 16, 2016 |
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Qiming Corporate GP, Ltd. | |||
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By: |
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/s/ Grace Lee |
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Name: |
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Grace Lee |
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Title: |
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Authorized Signatory |
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Qiming GP, L.P. | |||
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By: |
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/s/ Grace Lee |
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Name: |
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Grace Lee |
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Title: |
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Authorized Signatory |
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Qiming Venture Partners, L.P. | |||
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By: |
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/s/ Grace Lee |
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Name: |
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Grace Lee |
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Title: |
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Authorized Signatory |
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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 (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of US$0.001 per share, of Jiayuan.com International Ltd., a Cayman Islands exempted 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.
[Signature page to follow]
Signature
IN WITNESS THEREOF, the undersigned hereby execute this Agreement as of February 16, 2016.
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Qiming Corporate GP, Ltd. | |||
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By: |
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/s/ Grace Lee |
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Name: |
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Grace Lee |
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Title: |
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Authorized Signatory |
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Qiming GP, L.P. | |||
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By: |
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/s/ Grace Lee |
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Name: |
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Grace Lee |
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Title: |
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Authorized Signatory |
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Qiming Venture Partners, L.P. | |||
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By: |
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/s/ Grace Lee |
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Name: |
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Grace Lee |
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Title: |
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Authorized Signatory |