UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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), 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 §240.13d-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 a prior cover page.

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 “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). 

In connection with certain internal restructuring transactions effected by CEI and various of its indirect wholly-owned subsidiaries, in December 2018, the Ordinary Shares of the Issuer were acquired by CAGI from ATG Global Management, L.P., a partnership formed in the Cayman Islands (“ATGGM”), an indirect wholly-owned subsidiary of CAGI and CEI. ATGGM was previously an indirect, wholly-owned subsidiary of Autotrader Group, Inc. (“ATG”), which is also an indirect wholly-owned subsidiary of CEI.

Based upon such internal restructuring, ATG is no longer an indirect holder of the Ordinary Shares or a member of the “group” for purposes hereof, and CAGI is now deemed to be a member of the “group”.

In connection with certain internal restructuring transactions effected by CEI and various of its indirect wholly-owned subsidiaries, in December 2018, the Ordinary Shares of the Issuer were acquired by CAGI from ATGGM, an indirect wholly-owned subsidiary of CAGI and CEI. ATGGM was previously an indirect, wholly-owned subsidiary of ATG, which is also an indirect wholly-owned subsidiary of CEI.

Based upon such internal restructuring, ATG is no longer an indirect holder of the Ordinary Shares or a member of the “group” for purposes hereof, and CAGI is now deemed to be a member of the “group”.

This Amendment No. 2. amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2012 (the “Original Schedule 13D”), as amended and supplemented by that certain Amendment No. 1, filed on January 12, 2017 (and together with this Amendment No. 2, the “Schedule 13D”), with respect to the ordinary shares, par value US$0.00004 per share (the “Ordinary Shares”), including Ordinary Shares represented by ADSs (each representing one Ordinary Share) of Bitauto Holdings Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Issuer”).

Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.

Item 2. Identity and Background

The Reporting Persons (as defined below) are filing this Amendment No. 2 to update certain information with respect to such Reporting Persons based upon the completion of certain internal restructuring transactions by Cox Enterprises, Inc. (“CEI”) and various of its indirect wholly-owned subsidiaries. While no change has occurred in respect of CEI’s indirect beneficial ownership of the Ordinary Shares of the Issuer, it is noted that Cox Automotive Global Investments, Inc. (“CAGI”) has replaced Autotrader Group, Inc. (“ATG”) as a Reporting Person for purposes of the Schedule 13D.

Specifically, Item 2 is hereby amended and supplemented as follows:

(a)        This Amendment No. 2 to Schedule 13D is being jointly filed by (i) Cox Automotive Global Investments, Inc., a Delaware corporation (“CAGI”), and (ii) Cox Enterprise, Inc., a Delaware corporation (“CEI”) (each, a “Reporting Person” and collectively, the “Reporting Persons”).

(b)        The principal office and business address for CAGI is 3003 Summit Boulevard, Atlanta, Georgia 30319; and (ii) the principal office and business address for CEI is 6205 Peachtree Dunwoody Road, Atlanta, Georgia, 30328.

(c)        The name, business address, present principal occupation or employment and citizenship for each director, executive officer, or controlling partner, as applicable, are set forth in Appendix A hereto, for entities as to which such information is required to be disclosed in response to General Instruction C to Schedule 13D, and are incorporated herein by reference.

(d)        and (e) No material change.

(f)         See item 2(a) above.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof:

In connection with certain internal restructuring transactions effected by CEI and various of its indirect wholly-owned subsidiaries, in December 2018, the Ordinary Shares of the Issuer were acquired by CAGI, an indirectly wholly-owned subsidiary of CEI, from ATGGM, an indirect wholly-owned subsidiary of CAGI and CEI. ATGGM was previously an indirect, wholly-owned subsidiary of ATG, which is also an indirect wholly-owned subsidiary of CEI.

Based upon such internal restructuring, ATG is no longer an indirect beneficial holder of the Ordinary Shares or a Reporting Person for purposes hereof, and CAGI is now deemed to be a Reporting Person.

Item 5.

Paragraphs (a), (b) and (e) of Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a) - (b) The responses to Items 2 and 4, and rows (7) through (13) of the cover pages of this Amendment No. 2 are incorporated herein by reference.

(e)       In connection with certain internal restructuring effected by CEI and various of its indirect wholly-owned subsidiaries, in December 2018, ATG ceased to be the indirect beneficial owner of any Ordinary Shares of the Issuer, and CAGI replaced ATG as the direct and beneficial owner of the Ordinary Shares (as described in the cover page and in Items 2 and 4 above).

SIGNATURES

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

Dated: January 29, 2019

Appendix A

Cox Automotive Global Investment, Inc.

Directors

Present Business Address:

c/o Cox Automotive Global Investments, Inc.

6205 Peachtree Dunwoody Road

Atlanta, Georgia 30328

Executive Officers

Present Business Address:

c/o Cox Automotive Global Investments, Inc.

6205 Peachtree Dunwoody Road

Atlanta, Georgia 30328

Cox Enterprises, Inc.

Directors

Present Business Address:

c/o Cox Enterprises, Inc.

6205 Peachtree Dunwoody Road

Atlanta, Georgia 30328

Executive Officers

Present Business Address:

c/o Cox Enterprises, Inc.

6205 Peachtree Dunwoody Road

Atlanta, Georgia 30328