SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
(Amendment No. 3)
| ShangPharma Corporation |
| (Name of Issuer) |
| Ordinary Shares, par value $0.001 per share |
| (Title of Class of Securities) |
| 81943P104 |
| (CUSIP Number) |
Ronald Cami Vice President TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| March 27, 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 §§240.13d -1(e), 240.13d -1(f) or 240.13d -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.
(Continued on following pages)
(Page 1 of 9 Pages)
______________________
* 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 (“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. 81943P104 | 13D | Page 2 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS TPG Group Holdings (SBS) Advisors, Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o (See Item 2) | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see instructions) OO (See Item 3) | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 0 (See Items 2, 3, 4 and 5) | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Items 2, 3, 4 and 5) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (See Items 2, 3, 4 and 5) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% (See Item 5) | ||
| 14 | TYPE OF REPORTING PERSON (see instructions) CO | ||
| CUSIP No. 81943P104 | 13D | Page 3 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS David Bonderman | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o (See Item 2) | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see instructions) OO (See Item 3) | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 0 (See Items 2, 3, 4 and 5) | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Items 2, 3, 4 and 5) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (See Items 2, 3, 4 and 5) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% (See Item 5) | ||
| 14 | TYPE OF REPORTING PERSON (see instructions) IN | ||
| CUSIP No. 81943P104 | 13D | Page 4 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS James G. Coulter | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o (See Item 2) | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see instructions) OO (See Item 3) | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 0 (See Items 2, 3, 4 and 5) | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Items 2, 3, 4 and 5) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (See Items 2, 3, 4 and 5) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0 % (See Item 5) | ||
| 14 | TYPE OF REPORTING PERSON (see instructions) IN | ||
This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 16, 2012, as amended and restated by Amendment No. 1 filed on December 26, 2012 and by Amendment No. 2 filed on February 27, 2013 (as so amended, the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, this “Schedule 13D”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background
This Amendment amends and restates the second, third and fourth paragraphs in Item 2 of the Original Schedule 13D in their entirety as set forth below:
“Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership (“TPG Holdings”), which is the sole member of TPG Star GenPar Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Star GenPar, L.P., a Delaware limited partnership, which is general partner of TPG Star, L.P., a Delaware limited partnership, which is the sole shareholder of TPG Star Charisma Limited, a company incorporated in Hong Kong (“TPG Star Charisma”). TPG Holdings is also the sole member of TPG Biotechnology GenPar II Advisors LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology Partners GenPar II, L.P., a Delaware limited partnership, which is general partner of TPG Biotechnology Partners II, L.P., a Delaware limited partnership, which is the sole shareholder of TPG Biotech II Charisma Limited, a company incorporated in Hong Kong (“TPG Biotech Charisma” and, together with TPG Star Charisma, the “TPG Funds”). Immediately prior to the Effective Time (as defined below) of the Merger (as defined below), TPG Biotech Charisma directly held 12,397,465 Ordinary Shares of the Issuer and TPG Star Charisma directly held 24,836,549 Ordinary Shares of the Issuer, which were exchanged for shares of ShangPharma Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), as described in Item 4 of this Schedule 13D. Together, the TPG Funds held 37,234,014 of the Ordinary Shares of the Issuer (the “TPG Shares”) as reported herein. Because of Group Advisors’ relationship to the TPG Funds, Group Advisors may be deemed to have beneficially owned the TPG Shares immediately prior to the Effective Time of the Merger.
Messrs. Bonderman and Coulter are the directors, officers and sole stockholders of Group Advisors. Because of the relationship of Messrs. Bonderman and Coulter to Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to have beneficially owned the TPG Shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of the TPG Shares except to the extent of their pecuniary interest therein.
As further described in Item 4 below, prior to the Effective Time of the Merger, the Reporting Persons may have been deemed to (a) constitute a “group” (within the meaning of Section 13(d)(3) of the Act) with Michael Xin Hui (the “Founder”), ChemExplorer Investment Holdings Ltd., a company incorporated under the laws of the British Virgin Islands (“ChemExplorer”), ChemPartner Investment Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“ChemPartner”) and Joint Benefit Group Limited, a company incorporated under the laws of the British Virgin Islands (“Joint Benefit” and together with ChemExplorer and ChemPartner, the “Founder Vehicles” and, together with the Founder, the “Founder Parties”) and (b) beneficially own the 3,802,506 Ordinary Shares (the “Han Ming Shares”) beneficially owned by Han Ming Tech Investment Limited, a company incorporated under the laws of the British Virgin Islands (“Han Ming”), and the 176,128,434 Ordinary Shares (the “Founder Shares”) beneficially owned by the Founder Parties and certain trusts and individuals (collectively, the “Founder Reporting Persons”), including, pursuant to Rule 13d-3(d) of the Act, 2,250,000 Ordinary Shares issuable to the Founder within 60 days of the date hereof under the terms of certain restricted share units and 570,870 Ordinary Shares represented by American Depositary Shares of the Issuer (“ADSs”, each ADS representing 18 Ordinary Shares) held by Joint Benefit Group. Each Reporting Person disclaims beneficial ownership of any Ordinary Shares beneficially owned by the Founder Reporting Persons, Han Ming or any other person, and do not affirm membership in a “group” (within the meaning of Section 13(d)(3) of the Act) with the Founder Reporting Persons or any other person, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons, for any or all purposes, beneficially own any Ordinary Shares beneficially owned by the Founder Reporting Persons, Han Ming or any other person or is a member of a group with the Founder Reporting Persons or any other person.”
Page 5 of 9 Pages
Item 4. Purpose of Transaction
This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following immediately prior to the penultimate paragraph of Item 4:
“Closing of Transaction
On March 20, 2013, at 10:00 a.m. (Hong Kong time), an extraordinary general meeting of the shareholders of the Issuer was held at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Issuer voted to approve the Merger Agreement and the transactions contemplated thereby, including the Merger and the proposal to authorize the directors and the chief financial officer to do all things necessary to give effect to the Merger Agreement.
On March 20, 2013, the Issuer and Merger Sub filed a plan of merger with the Cayman Islands Registrar of Companies. The Cayman Islands Registrar of Companies issued a certificate of merger dated March 25, 2013, pursuant to which the Merger became effective on March 27, 2013. As a result of the Merger, the Issuer will continue its operations as a wholly owned subsidiary of Parent.
At the Effective Time, each Ordinary Share and each ADS issued and outstanding immediately prior to the effective time of the Merger was cancelled in exchange for the right to receive Per Ordinary Share/Per ADS Merger Consideration, as applicable, in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) the Rollover Shares, (ii) the Ordinary Shares owned by the Issuer as treasury shares and Ordinary Shares owned by ChemExplorer and ChemPartner as are required to fully settle any and all vested but unsettled restricted share units granted by the Issuer under certain equity incentive plans, and (iii) the Ordinary Shares owned by holders of such Ordinary Shares who have validly exercised and not lost their appraisal rights pursuant to Section 238 of the Companies Law (2012 Revision) of the Cayman Islands.
As a result of the Merger, all of the Ordinary Shares beneficially owned by the Reporting Persons prior to the Effective Time were either exchanged for shares of common stock of Holdings or cancelled in exchange for the right to receive the Per Ordinary Share/Per ADS Merger Consideration pursuant to the terms of the Merger Agreement and the Contribution Agreement. Parent (as defined above), a wholly-owned subsidiary of Holdings, owns all of the outstanding shares of the surviving corporation.
As a result of the Merger, the ADSs of the Issuer will no longer be listed on any securities exchange or quotation system, including The New York Stock Exchange. In addition, 90 days after the filing of Form 25 in connection with the transaction, or such shorter period as may be determined by the Commission, the registration of the ADSs of the Issuer and the Ordinary Shares underlying them and the reporting obligations of the Issuer under the Exchange Act will be terminated.”
Item 5. Interest in Securities of the Issuer
This Amendment amends and restates the second and third paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below:
“(a)–(b) As a result of the Merger, all of the Ordinary Shares beneficially owned by the Reporting Persons prior to the Effective Time were either exchanged for shares of common stock of Holdings or cancelled in exchange for the right to receive the Per Ordinary Share/Per ADS Merger Consideration pursuant to the terms of the Merger Agreement and the Contribution Agreement.
(c) On March 20, 2013, ChemExplorer transferred 7,429,266 Ordinary Shares to the Issuer without consideration to settle vested but unsettled share units granted by the Issuer under certain equity incentive plans. On the same date, ChemExplorer transferred 945,000 Ordinary Shares of the Issuer to Han Ming without consideration. Except as set forth in this Item 5, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof has effected any transaction in the Issuer’s Ordinary Shares during the past 60 days.”
Page 6 of 9 Pages
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.
Dated: April 2, 2013
| TPG Group Holdings (SBS) Advisors, Inc. | |
By: /s/ Ronald Cami | |
Name: Ronald Cami Title: Vice President | |
| David Bonderman | |
By: /s/ Ronald Cami | |
Name: Ronald Cami on behalf of David Bonderman (1) | |
| James G. Coulter | |
By: /s/ Ronald Cami | |
Name: Ronald Cami on behalf of James G. Coulter (2) |
| (1) | Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Schedule 13D filed by Mr. Bonderman on July 26, 2010 (SEC File No. 005-43571). |
| (2) | Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Schedule 13D filed by Mr. Coulter on July 26, 2010 (SEC File No. 005-43571). |
Page 7 of 9 Pages
INDEX TO EXHIBITS
| 1. | Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011). |
| 2. | Proposal Letter dated July 6, 2012, from Michael Xin Hui and TPG Star Charisma Limited to the Board of Directors of ShangPharma Corporation (previously filed with the Original Schedule 13D). |
| 3. | Consortium Agreement dated July 6, 2012, by and among Michael Xin Hui, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, and TPG Star Charisma Limited (previously filed with the Original Schedule 13D). |
| 4. | Amendment to Consortium Agreement dated December 21, 2012, by and among Michael Xin Hui, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, and TPG Star Charisma Limited (previously filed with the Commission as Exhibit 4 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012). |
| 5. | Agreement and Plan of Merger dated December 21, 2012, by and among ShangPharma Holdings Limited, ShangPharma Parent Limited, ShangPharma Merger Sub Limited and ShangPharma Corporation. (previously filed with the Issuer’s Form 6-K on December 26, 2012). |
| 6. | Voting Agreement dated December 21, 2012, by and among ShangPharma Corporation, ShangPharma Parent Limited, Joint Benefit Group Limited, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, Han Ming Tech Investment Limited, TPG Star Charisma Limited and TPG Biotech II Charisma Limited (previously filed with the Commission as Exhibit 6 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012). |
| 7. | Contribution Agreement dated December 21, 2012, by and among ShangPharma Holdings Limited, ShangPharma Parent Limited, Joint Benefit Group Limited, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, Han Ming Tech Investment Limited, TPG Star Charisma Limited and TPG Biotech II Charisma Limited (previously filed with the Commission as Exhibit 7 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012). |
| 8. | Limited Guaranty dated December 21, 2012, from Michael Xin Hui, TPG Star, L.P. and TPG Biotechnology Partners II, L.P. in favor of ShangPharma Corporation (previously filed with the Commission as Exhibit 8 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012). |
| 9. | Commitment Letter dated December 21, 2012, from TPG Star, L.P. and TPG Biotechnology Partners II, L.P. to ShangPharma Holdings Limited (previously filed with the Commission as Exhibit 9 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012). |
Page 8 of 9 Pages
| 10. | Commitment Letter dated December 21, 2012, from Joint Benefit Group Limited (previously filed with the Commission as Exhibit 10 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012). |
| 11. | Commitment Letter dated December 21, 2012, from Standard Chartered Bank (Hong Kong) Limited to ShangPharma Parent Limited (previously filed with the Commission as Exhibit 11 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012). |
| 12. | Interim Investors Agreement dated December 21, 2012, by and among ShangPharma Holdings Limited, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, TPG Star Charisma Limited and TPG Biotech II Charisma Limited (previously filed with the Commission as Exhibit 12 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012). |
| 13. | Term and Revolving Facilities Agreement dated February 22, 2013, by and between Standard Chartered Bank (Hong Kong) Limited and ShangPharma Parent Limited (previously filed with the Commission as Exhibit (b)-(7) to Schedule 13E-3/A filed by ShangPharma Corporation, ShangPharma Holdings Limited, ShangPharma Parent Limited, ShangPharma Merger Sub Limited, Michael Xin Hui, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, Joint Benefit Group Limited, TPG Star Charisma Limited, TPG Biotech II Charisma Limited, TPG Star, L.P., TPG Biotechnology Partners II, L.P., Han Ming Tech Investment Limited on February 25, 2013). |
Page 9 of 9 Pages