SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 4)
Mecox Lane Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
58403M102
(CUSIP Number)
December 31, 2014
(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)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 9 Pages
13 G
| CUSIP No. 58403M102 | Page 2 of 9 Pages |
| 1 | Name of reporting person
EVER KEEN HOLDINGS LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0567384 | |||||
| 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
0 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
0 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.0% | |||||
| 12 | Type of reporting person
CO | |||||
13 G
| CUSIP No. 58403M102 | Page 3 of 9 Pages |
| 1 | Name of reporting person
MAXPRO HOLDINGS LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0565800 | |||||
| 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
0 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
0 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.0% | |||||
| 12 | Type of reporting person
CO | |||||
13 G
| CUSIP No. 58403M102 | Page 4 of 9 Pages |
| 1 | Name of reporting person
NAN PENG SHEN | |||||
| 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
0 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
0 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.0% | |||||
| 12 | Type of reporting person
IN | |||||
| 13 G | ||||
| CUSIP No. 58403M102 | Page 5 of 9 Pages | |||
ITEM 1.
| (a) | Name of Issuer: | Mecox Lane Limited | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 22nd Floor, Gems Tower, Building 20 | ||||
| No. 487, Tianlin Road | ||||
| Shanghai 200233 | ||||
| People’s Republic of China | ||||
ITEM 2.
| (a) | Name of Persons Filing: |
The names of the persons filing are Ever Keen Holdings Limited, Maxpro Holdings Limited and Nan Peng Shen. Each of the parties listed in the immediately preceding sentence is referred to individually as a “Reporting Person” and collectively as the “Reporting Persons.”
Ever Keen Holdings Limited beneficially owns 0 shares of the Issuer’s ordinary shares. Nan Peng Shen is the sole director of Ever Keen Holdings Limited. Sequoia Capital Growth Fund III, AIV, L.P., Sequoia Capital Growth Partners III, L.P., and Sequoia Capital Growth III Principals Fund (collectively, the “Sequoia U.S. Funds”) collectively own 100% of the shares of Ever Keen Holdings Limited. The general partner of each of Sequoia Capital Growth Fund III, AIV, L.P. and Sequoia Capital Growth Partners III, L.P. is SCGF III Management, LLC. The managing member of Sequoia Capital Growth III Principals Fund is SCGF III Management, LLC. Each of the persons and entities referred to above expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934.
Maxpro Holdings Limited beneficially owns 0 shares of the Issuer’s ordinary shares. Nan Peng Shen is the sole director of Maxpro Holdings Limited. Sequoia Capital China Growth Fund I, L.P., Sequoia Capital China Growth Partners Fund I, L.P., and Sequoia Capital China GF Principals Fund I, L.P. (collectively, the “Sequoia China Funds”), collectively own 100% of the shares of Maxpro Holdings Limited. The general partner of each of the Sequoia China Funds is Sequoia Capital China Growth Fund Management I, L.P., whose general partner is SC China Holding Limited. SC China Holding Limited is wholly owned by SNP China Enterprises Limited, a company wholly owned by Nan Peng Shen. Each of the persons and entities referred to above expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934.
| (b) | Address of Principal Business Office or, if none, Residence: |
The business address for each of Maxpro Holdings Limited and Nan Peng Shen is Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong, PRC.
| 13 G | ||||
| CUSIP No. 58403M102 | Page 6 of 9 Pages | |||
The business address for Ever Keen Holdings Limited is 3000 Sand Hill Road, 4-250, Menlo Park, CA 94025.
| (c) | Citizenship: | |||
Ever Keen Holdings Limited: British Virgin Islands Maxpro Holdings Limited: British Virgin Islands Nan Peng Shen: Hong Kong SAR | ||||
| (d) | Title of Class of Securities: | Ordinary Shares | ||
| (e) | CUSIP Number: | 58403M102 | ||
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 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.x
| 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 OR CONTROL PERSON |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
| 13 G | ||||
| CUSIP No. 58403M102 | Page 7 of 9 Pages | |||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| 13 G | ||||
| CUSIP No. 58403M102 | Page 8 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: February 10, 2015
| Ever Keen Holdings Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Director | ||||
| Maxpro Holdings Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Director | ||||
/s/ Nan Peng Shen | ||||
| Nan Peng Shen | ||||
| 13 G | ||||
| CUSIP No. 58403M102 | Page 9 of 9 Pages | |||
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the ordinary shares of Mecox Lane Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 10, 2015
| Ever Keen Holdings Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Director | ||||
| Maxpro Holdings Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Director | ||||
/s/ Nan Peng Shen | ||||
| Nan Peng Shen | ||||
