This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 2, 2020 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), relating to the Class A Ordinary Shares, par value US$0.0001 per share (the “Class A Ordinary Shares”), of 21Vianet Group, Inc., a Cayman Islands exempted company (the “Issuer”). Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically amended by this Amendment, items in the Original Schedule 13D are unchanged.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
(a) - (b) Calculations of the percentage of Class A Ordinary Shares beneficially owned assumes that there were 671,234,982 Class A Ordinary Shares of the Issuer outstanding as of December 31, 2020, based on the Schedule 13G/A file by the Issuer’s Chairman of the Board of Directors on February 10, 2021.
The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, Vector Holdco directly holds 47,693,124 Class A Ordinary Shares in the form of American Depositary Shares (“ADS”), each ADS representing six Class A ordinary shares of the Issuer, Vector Fund ESC directly holds 211,458 Class A Ordinary Shares in the form of ADSs, and Vector Fund FD directly holds 1,203,234 Class A Ordinary Shares in the form of ADSs.
BTO Super Holding is the 100% equity owner of Vector Holdco. BTO SG is the 100% equity owner of BTO Super Holding. BTO Holdings is the general partner of Vector Fund ESC and Vector Fund FD. BTOMA is the managing member of BTO Holdings and the general partner of BTO SG. BTO GP and BTOLRA are the general partners of BTOMA with BTO GP controlling BTOMA with respect to all matters other than voting of securities of underlying portfolio companies, which power is held by the Class B shareholders of BTOLRA, who are certain senior personnel of Blackstone. Blackstone IV is the sole member of BTO GP and the sole Class A shareholder of BTOLRA. Blackstone IV GP is the general partner of Blackstone IV. Blackstone IV GP Management (Delaware) is the general partner of Blackstone IV GP. Blackstone IV GP Management is the general partner of Blackstone IV GP Management (Delaware). The Blackstone Group Inc. is the sole member of Blackstone IV GP Management. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of The Blackstone Group Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Ordinary Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares.
| (c) | On March 1, 2021, the Reporting Persons converted the Series A Preferred Shares that they had purchased pursuant to the Investment Agreement into an aggregate of 54,507,816 Class A ordinary shares of the Issuer, and elected to hold such interests in the form of ADSs. Between March 30, 2021 and April 1, 2021, the Reporting Persons sold an aggregate of 900,000 in open market transactions as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | March 30, 2021 | | | March 31, 2021 | | | April 1, 2021 | |
| | | Amount | | | Avg. Price | | | Amount | | | Avg. Price | | | Amount | | | Avg. Price | |
Vector Holdco | | | 194,239 | | | $ | 31.78 | | | | 339,917 | | | $ | 32.65 | | | | 339,917 | | | $ | 33.60 | |
Vector Fund ESC | | | 861 | | | $ | 31.78 | | | | 1,507 | | | $ | 32.65 | | | | 1,507 | | | $ | 33.60 | |
Vector Fund FD | | | 4,900 | | | $ | 31.78 | | | | 8,576 | | | $ | 32.65 | | | | 8,576 | | | $ | 33.60 | |
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