SC CHINA HOLDING SC 13G/A PPDAI Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

PPDAI Group Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

69354V108**

(CUSIP Number)

December 31, 2018

(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)

☒ 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 disclosures provided in a prior cover page.

** This CUSIP number applies to the Issuer’s American depositary shares, each representing five 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 (“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. 69354V108 SCHEDULE 13G Page 2 of 12 Pages

1	NAME OF REPORTING PERSON   SEQUOIA CAPITAL 2010 CV HOLDCO, LTD. (“SC 2010 CV HOLDCO”)
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   0
	6	SHARED VOTING POWER   144,728,520
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   144,728,520

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   144,728,520
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   17.2%1
12	TYPE OF REPORTING PERSON   OO

¹  Based on a total of 842,071,169 shares outstanding as of December 31, 2017, as reported in the Issuer’s Annual Report on Form20-F filed with the Securities and Exchange Commission on April 27, 2018.

CUSIP No. 69354V108 SCHEDULE 13G Page 3 of 12 Pages

1	NAME OF REPORTING PERSON   SEQUOIA CAPITAL CHINA VENTURE 2010 FUND, L.P. (“SC CV 2010”)
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   0
	6	SHARED VOTING POWER 144,728,520 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO. SC CV 2010 HOLDCO is wholly owned by SC CV 2010.
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 144,728,520 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO. SC CV 2010 HOLDCO is wholly owned by SC CV 2010.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   144,728,520
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   17.2%1
12	TYPE OF REPORTING PERSON   PN

¹  Based on a total of 842,071,169 shares outstanding as of December 31, 2017, as reported in the Issuer’s Annual Report on Form20-F filed with the Securities and Exchange Commission on April 27, 2018.

CUSIP No. 69354V108 SCHEDULE 13G Page 4 of 12 Pages

1	NAME OF REPORTING PERSON   SC CHINA VENTURE 2010 MANAGEMENT, L.P. (“SC CV 2010 MGMT”)
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   0
	6	SHARED VOTING POWER 144,728,520 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 144,728,520 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   144,728,520
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   17.2%1
12	TYPE OF REPORTING PERSON   PN

¹  Based on a total of 842,071,169 shares outstanding as of December 31, 2017, as reported in the Issuer’s Annual Report on Form20-F filed with the Securities and Exchange Commission on April 27, 2018.

CUSIP No. 69354V108 SCHEDULE 13G Page 5 of 12 Pages

1	NAME OF REPORTING PERSON   SC CHINA HOLDING LIMITED (“SCC HOLD”)
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   0
	6	SHARED VOTING POWER 144,728,520 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 144,728,520 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   144,728,520
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   17.2%1
12	TYPE OF REPORTING PERSON   OO

¹  Based on a total of 842,071,169 shares outstanding as of December 31, 2017, as reported in the Issuer’s Annual Report on Form20-F filed with the Securities and Exchange Commission on April 27, 2018.

CUSIP No. 69354V108 SCHEDULE 13G Page 6 of 12 Pages

1	NAME OF REPORTING PERSON   SEQUOIA CAPITAL CHINA UR HOLDINGS LIMITED (“SCC UR”)
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   0
	6	SHARED VOTING POWER 4,363,035
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 4,363,035

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,363,0351
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.5%2
12	TYPE OF REPORTING PERSON   OO

¹  Represented by 872,607 American Depositary Shares.

² Based on a total of 842,071,169 shares outstanding as of December 31, 2017, as reported in the Issuer’s Annual Report on Form20-F filed with the Securities and Exchange Commission on April 27, 2018.

CUSIP No. 69354V108 SCHEDULE 13G Page 7 of 12 Pages

1	NAME OF REPORTING PERSON   SNP CHINA ENTERPRISES LIMITED (“SNP”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3  ��	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   BRITISH VIRGIN ISLANDS

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER 144,728,520 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 144,728,520 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   144,728,520
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   17.2%1
12	TYPE OF REPORTING PERSON   OO

¹  Based on a total of 842,071,169 shares outstanding as of December 31, 2017, as reported in the Issuer’s Annual Report on Form20-F filed with the Securities and Exchange Commission on April 27, 2018.

CUSIP No. 69354V108 SCHEDULE 13G Page 8 of 12 Pages

1	NAME OF REPORTING PERSON   NEIL NANPENG SHEN (“NS”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   HONG KONG SAR

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   11,107,450 shares1
	6	SHARED VOTING POWER 149,091,555 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO and 4,363,0352 shares are directly owned by SCC UR. NS wholly owns each of SNP and SCC UR. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
	7	SOLE DISPOSITIVE POWER   11,107,450 shares
	8	SHARED DISPOSITIVE POWER 149,091,555 shares, of which 144,728,520 shares are directly owned by SC 2010 CV HOLDCO and 4,363,0352 shares are directly owned by SCC UR. NS wholly owns each of SNP and SCC UR. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   160,199,005 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.0%3
12	TYPE OF REPORTING PERSON   IN

¹  Represented by 2,221,490 American Depositary Shares.

²  Represented by 872,607 American Depositary Shares.

³ Based on a total of 842,071,169 shares outstanding as of December 31, 2017, as reported in the Issuer’s Annual Report on Form20-F filed with the Securities and Exchange Commission on April 27, 2018.

CUSIP No. 69354V108 SCHEDULE 13G Page 9 of 12 Pages

ITEM 1.

(a) Name of Issuer:

PPDAI Group Inc.

(b) Address of Issuer’s Principal Executive Offices:

Building G1, No. 999 Dangui Road

Pudong New District, Shanghai 201203

People’s Republic of China

ITEM 2.

(a) Name of Persons Filing:

Sequoia Capital 2010 CV Holdco, Ltd.

Sequoia Capital China Venture 2010 Fund, L.P.

SC China Venture 2010 Management, L.P.

SC China Holding Limited

Sequoia Capital China UR Holdings Limited

SNP China Enterprises Limited

Neil Nanpeng Shen

SC 2010 HOLDCO is wholly owned by SC CV 2010. The General Partner of SC CV 2010 is SC CV 2010 MGMT. The General Partner of SC CV 2010 MGMT is SCC HOLD. SCC HOLD is wholly owned by SNP. NS wholly owns each of SNP and SCC UR.

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

(c) Citizenship:

SC 2010 CV HOLDCO, SC CV 2010, SC CV 2010 MGMT, SCC HOLD, SCC UR: Cayman Islands

SNP: British Virgin Islands

NS: Hong Kong SAR

(d) CUSIP Number:

69354V108

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:

NOT APPLICABLE

ITEM 4. OWNERSHIP

SEE ROWS 5 THROUGH 11 OF COVER PAGES

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 ☐.

CUSIP No. 69354V108 SCHEDULE 13G Page 10 of 12 Pages

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

NOT APPLICABLE

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOT APPLICABLE

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

NOT APPLICABLE

ITEM 10. CERTIFICATION

NOT APPLICABLE

CUSIP No. 69354V108 SCHEDULE 13G Page 11 of 12 Pages

SIGNATURES

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

Dated: February 14, 2019

Sequoia Capital 2010 CV Holdco, Ltd.
By:	Sequoia Capital China Venture 2010 Fund, L.P.
	its Sole Member
By:	SC China Venture 2010 Management, L.P.
	its General Partner
By:	SC China Holding Limited
	its General Partner
By:	/s/ Neil Nanpeng Shen
	Neil Nanpeng Shen, Authorized Signatory
Sequoia Capital China Venture 2010 Fund, L.P.
By:	SC China Venture 2010 Management, L.P.
	its General Partner
By:	SC China Holding Limited
	its General Partner
By:	/s/ Neil Nanpeng Shen
	Neil Nanpeng Shen, Authorized Signatory
SC China Venture 2010 Management, L.P.
By:	SC China Holding Limited
	its General Partner
By:	/s/ Neil Nanpeng Shen
	Neil Nanpeng Shen, Authorized Signatory
SC China Holding Limited
By:	/s/ Neil Nanpeng Shen
	Neil Nanpeng Shen, Authorized Signatory
Sequoia Capital China UR Holdings Limited
By:	/s/ Neil Nanpeng Shen
	Neil Nanpeng Shen, Authorized Signatory

CUSIP No. 69354V108 SCHEDULE 13G Page 12 of 12 Pages

SNP China Enterprises Limited
By:	/s/ Neil Nanpeng Shen
	Neil Nanpeng Shen, Authorized Signatory
Neil Nanpeng Shen
By:	/s/ Neil Nanpeng Shen
	Neil Nanpeng Shen