0001144204-18-001563.txt : 20180110 0001144204-18-001563.hdr.sgml : 20180110 20180110060215 ACCESSION NUMBER: 0001144204-18-001563 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180110 DATE AS OF CHANGE: 20180110 GROUP MEMBERS: CRESCENT PEAK II INVESTMENTS LTD. GROUP MEMBERS: DAVID M. HAND GROUP MEMBERS: RICHARD T. SCANLON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Baozun Inc. CENTRAL INDEX KEY: 0001625414 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89353 FILM NUMBER: 18520266 BUSINESS ADDRESS: STREET 1: BUILDING NO. H, NO. 1188 WANRONG ROAD STREET 2: ZHABEI DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200436 BUSINESS PHONE: (86-21)6095 6000 MAIL ADDRESS: STREET 1: BUILDING NO. H, NO. 1188 WANRONG ROAD STREET 2: ZHABEI DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200436 FORMER COMPANY: FORMER CONFORMED NAME: Baozun Cayman Inc. DATE OF NAME CHANGE: 20141114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crescent Castle Holdings Ltd. CENTRAL INDEX KEY: 0001665793 IRS NUMBER: 981159075 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O ONE TEMASEK AVENUE STREET 2: #20-01 MILLENIA TOWER CITY: SINGAPORE STATE: U0 ZIP: 039192 BUSINESS PHONE: 65-6511-3088 MAIL ADDRESS: STREET 1: C/O ONE TEMASEK AVENUE STREET 2: #20-01 MILLENIA TOWER CITY: SINGAPORE STATE: U0 ZIP: 039192 SC 13G/A 1 tv483031_sc13ga.htm SC 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Baozun Inc.
(Name of Issuer)
 
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
 
06684L103(1)
(CUSIP Number)
 
December 31, 2017
(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)

 

¨Rule 13d-1(c)

 

xRule 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).

 

(Continued on following pages)

 

 
(1)This CUSIP number applies to the Issuer’s American Depositary Shares, each representing three Class A ordinary shares of the Issuer.

 

 

 

 

  CUSIP NO.: 06684L103

 

(1) NAME OF REPORTING PERSONS
  Crescent Castle Holdings Ltd. (“Crescent Castle”)
(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    
  2 Class A Shares (See Item 4)
(6) SHARED VOTING POWER    
  0
(7) SOLE DISPOSITIVE POWER    
  2 Class A Shares (See Item 4)
(8) SHARED DISPOSITIVE POWER    
  0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  2 Class A Shares
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  Less than 1%1
(12) TYPE OF REPORTING PERSON
  CO

 

 

1 As a percentage of 174,775,312 ordinary shares of the Issuer, comprised of 161,474,574 Class A ordinary shares of the Issuer (“Class A Shares”) and 13,300,738 Class B ordinary shares of the Issuer (“Class B Shares”) issued and outstanding as of December 31, 2017. Each Class B Share is convertible into one Class A Share at any time but the Class A Shares are not convertible into Class B Shares under any circumstances. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes. The voting power of the ordinary shares beneficially owned by the reporting person represents less than 1% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Page 1 of 8

 

 

  CUSIP NO.: 06684L103

 

(1) NAME OF REPORTING PERSONS
  Crescent Peak II Investments Ltd. (“Crescent Peak”)
(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    
  2 Class A Shares (See Item 4)
(6) SHARED VOTING POWER    
  0
(7) SOLE DISPOSITIVE POWER    
  2 Class A Shares (See Item 4)
(8) SHARED DISPOSITIVE POWER    
  0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  2 Class A Shares
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  Less than 1%1
(12) TYPE OF REPORTING PERSON
  CO

 

 

1 As a percentage of 174,775,312 ordinary shares of the Issuer, comprised of 161,474,574 Class A Shares and 13,300,738 Class B Shares issued and outstanding as of December 31, 2017. Each Class B Share is convertible into one Class A Share at any time but the Class A Shares are not convertible into Class B Shares under any circumstances. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes. The voting power of the ordinary shares beneficially owned by the reporting person represents less than 1% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Page 2 of 8

 

 

  CUSIP NO.: 06684L103

 

(1) NAME OF REPORTING PERSONS
  David M. Hand
(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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 (5) SOLE VOTING POWER    
  2 Class A Shares (See Item 4)
(6) SHARED VOTING POWER    
  0
(7) SOLE DISPOSITIVE POWER    
  2 Class A Shares (See Item 4)
(8) SHARED DISPOSITIVE POWER    
  0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  2 Class A Shares
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  Less than 1%1
(12) TYPE OF REPORTING PERSON
  IN

 

 

1 As a percentage of 174,775,312 ordinary shares of the Issuer, comprised of 161,474,574 Class A Shares and 13,300,738 Class B Shares issued and outstanding as of December 31, 2017. Each Class B Share is convertible into one Class A Share at any time but the Class A Shares are not convertible into Class B Shares under any circumstances. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes. The voting power of the ordinary shares beneficially owned by the reporting person represents less than 1% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Page 3 of 8

 

 

  CUSIP NO.: 06684L103

 

(1) NAME OF REPORTING PERSONS
  Richard T. Scanlon
(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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 (5) SOLE VOTING POWER    
  2 Class A Shares (See Item 4)
(6) SHARED VOTING POWER    
  0
(7) SOLE DISPOSITIVE POWER    
  2 Class A Shares (See Item 4)
(8) SHARED DISPOSITIVE POWER    
  0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  2 Class A Shares
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  Less than 1%1
(12) TYPE OF REPORTING PERSON
  IN

 

 

1 As a percentage of 174,775,312 ordinary shares of the Issuer, comprised of 161,474,574 Class A Shares and 13,300,738 Class B Shares issued and outstanding as of December 31, 2017. Each Class B Share is convertible into one Class A Share at any time but the Class A Shares are not convertible into Class B Shares under any circumstances. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes. The voting power of the ordinary shares beneficially owned by the reporting person represents less than 1% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Page 4 of 8

 

 

Item 1(a).Name of Issuer:

Baozun Inc. (the “Issuer”)

 

Item 1(b).Address of Issuer's Principal Executive Offices:

 

Building B. No. 1268 Wanrong Road

Shanghai 200436

People’s Republic of China

 

Item 2(a).Name of Person Filing:

 

This Schedule 13G is filed by and on behalf of:

 

(a) Crescent Castle Holdings Ltd. (“Crescent Castle”);

(b) Crescent Peak II Investments Ltd. (“Crescent Peak”);

(c) David M. Hand; and

(d) Richard T. Scanlon

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

For Crescent Castle and Crescent Peak:

 

190 Elgin Avenue

George Town

Grand Cayman , KY1-9005

Cayman Islands

 

For David M. Hand and Richard T. Scanlon:

 

c/o One Temasek Avenue,

#20-01 Millenia Tower

Singapore 039192

 

Item 2(c).Citizenship:

 

Crescent Castle — Cayman Islands

 

Crescent Peak — Cayman Islands

 

David M. Hand — USA

 

Richard T. Scanlon — USA

 

Item 2(d).Title of Class of Securities:

 

Class A ordinary shares of the Issuer, par value US$0.0001 per share.

 

The Issuer’s ordinary shares consist of Class A Shares and Class B Shares. Holders of Class A Shares and Class B Shares have the same rights except for voting and conversion rights. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes and is convertible into one Class A Share at any time. Class A ordinary shares are not convertible into Class B Shares under any circumstances.

 

Item 2(e).CUSIP Number:

 

06684L103 (American depositary shares of the Issuer)

 

Page 5 of 8

 

 

Item 3.Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

 

Not applicable

 

Item 4.Ownership:

 

The following table sets forth the beneficial ownership of the ordinary shares of the Issuer by each of the reporting persons as of December 31, 2017:

 

   Number of shares as to which such person has: 
Reporting
Person		  Amount
Beneficially
Owned		   Percent of Class(1)   Sole Power to
Vote or Direct
the Vote		   Shared Power
to Vote or to
Direct the
Vote		   Sole Power to
Dispose or to
Direct the
Disposition of		   Shared Power
to Dispose or
to Direct the
Disposition of		 
Crescent Castle   2(2)   Less than 1%(3)   2    0    2    0 
Crescent Peak   2(2)   Less than 1%(3)   2    0    2    0 
David M. Hand   2(2)   Less than 1%(3)   2    0    2    0 
Richard T. Scanlon   2(2)   Less than 1%(3)   2    0    2    0 

 

 

 

(1)As a percentage of 174,775,312 ordinary shares of the Issuer, comprised of 161,474,574 Class A Shares and 13,300,738 Class B Shares.

 

(2)Represents 2 ordinary shares held by Crescent Castle, a limited liability company incorporated in the Cayman Islands. Crescent Peak, which has the sole voting power and investment power over the shares held by Crescent Castle, is ultimately controlled by David M. Hand and Richard T. Scanlon. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Crescent Peak, David M. Hand and Richard T. Scanlon may be deemed to share beneficial ownership of the ordinary shares of the Issuer directly held by Crescent Castle. Each of Crescent Peak, David M. Hand and Richard T. Scanlon disclaims the beneficial ownership of any of the ordinary shares of the Issuer directly held by Crescent Castle, except to the extent of their pecuniary interests therein.

 

(3)The voting power of the ordinary shares beneficially owned by the reporting person represents less than 1% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Item 5.Ownership of Five Percent or Less of a Class:

 

As of December 31, 2017, Crescent Castle, Crescent Peak, David M. Hand and Richard T. Scanlon ceased to be the beneficial owners of more than five percent of the shares of the Issuer.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable

 

Page 6 of 8

 

 

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:

 

The members of this group are set forth as reporting persons on Schedule 13G.

 

Item 9.Notice of Dissolution of Group:

 

Not applicable

 

Item 10.Certifications:

 

Not applicable

 

Page 7 of 8

 

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 10, 2018

 

  Crescent Castle Holdings Ltd.
   
  By: /s/ David M. Hand
  Name: David M. Hand
  Title: Authorized Signatory
     
  Crescent Peak II Investments Ltd.
   
  By: /s/ David M. Hand
  Name: David M. Hand
  Title: Authorized Signatory
     
  David M. Hand
   
  By: /s/ David M. Hand
     
  Richard T. Scanlon
   
  By: /s/ Richard T. Scanlon

 

 

 

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
A   Joint Filing Agreement

 

 

 

 

Exhibit A

 

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 Class A ordinary shares, par value $0.0001 per share, of Baozun Inc, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]

 

 

 

 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 10, 2018.

 

  Crescent Castle Holdings Ltd.
   
  By: /s/ David M. Hand
  Name: David M. Hand
  Title: Authorized Signatory
     
  Crescent Peak II Investments Ltd.
   
  By: /s/ David M. Hand
  Name: David M. Hand
  Title: Authorized Signatory
     
  David M. Hand
   
  By: /s/ David M. Hand
     
  Richard T. Scanlon
   
  By: /s/ Richard T. Scanlon