CUSIP NO. 31680Q104 | 13D | Page 1 of 15 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)
(Amendment No. 5)
58.com Inc.
(Name of Issuer)
American Depositary Shares (ADS), each representing
Two Class A Ordinary Shares, par value $0.00001per share
(Title of Class of Securities)
31680Q104
(CUSIP Number)
André Levi
c/o DCM
2420 Sand Hill Road, Suite 200
Menlo Park, CA 94025
(650) 233-1400
COPY TO:
Christine Wichrowski, Esq.
c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
1200 Seaport Boulevard, Redwood City, California 94063
(650) 321-2400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 3, 2015
(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 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 Rule 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 the cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes 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).
(Continued on following pages)
CUSIP NO. 31680Q104 | 13D | Page 2 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM V, L.P. (“DCM V”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
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 | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,519,351 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5% | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP NO. 31680Q104 | 13D | Page 3 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Affiliates Fund V, L.P. (“Aff V”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
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 | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,492 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP NO. 31680Q104 | 13D | Page 4 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Investment Management V, L.P. (“GP V”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
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 | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,702,843 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6% | ||
12 | TYPE OF REPORTING PERSON*
PN | ||
CUSIP NO. 31680Q104 | 13D | Page 5 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM International V, Ltd. (“UGP V”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
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 | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,702,843 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6% | ||
12 | TYPE OF REPORTING PERSON* OO | ||
CUSIP NO. 31680Q104 | 13D | Page 6 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Hybrid RMB Fund, L.P. (“Hybrid Fund”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
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 | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER 1,764,706 Class A Ordinary Shares, except that Hybrid Fund DGP, the general partner of Hybrid Fund, and Hybrid Fund UGP, the general partner of Hybrid Fund DGP, may each be deemed to have sole power to dispose of these shares, and Chao, Moran, Blaisdell and Krikorian, the directors of Hybrid Fund UGP, may be deemed to have shared power to dispose of these shares. | ||
8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,764,706 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP NO. 31680Q104 | 13D | Page 7 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Hybrid RMB Fund Investment Management, L.P. (“Hybrid Fund DGP”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
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 | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,764,706 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP NO. 31680Q104 | 13D | Page 8 of 15 |
1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Hybrid RMB Fund International, Ltd. (“Hybrid Fund UGP”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
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 | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER See response to row 7. | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,764,706 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% | ||
12 | TYPE OF REPORTING PERSON* OO | ||
CUSIP NO. 31680Q104 | 13D | Page 9 of 15 |
1 | NAME OF REPORTING PERSON K. David Chao (“Chao”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Japanese Citizen | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,467,549 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.4% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP NO. 31680Q104 | 13D | Page 10 of 15 |
1 | NAME OF REPORTING PERSON Peter W. Moran (“Moran”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
| 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,467,549 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.4% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP NO. 31680Q104 | 13D | Page 11 of 15 |
1 | NAME OF REPORTING PERSON Thomas Blaisdell (“Blaisdell”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
| 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,467,549 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.4% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP NO. 31680Q104 | 13D | Page 12 of 15 |
1 | NAME OF REPORTING PERSON Jason Krikorian (“Krikorian”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b)x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
| 5 | SOLE VOTING POWER | |
6 | SHARED VOTING POWER | ||
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,764,706 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP NO. 31680Q104 | 13D | Page 13 of 15 |
ITEM 1. | SECURITY AND ISSUER. |
This Amendment No. 5 to Schedule 13D relates to the beneficial ownership of the Class A ordinary shares, par value $0.00001 per share (the “Ordinary Shares”), of 58.com Inc., a Cayman Islands limited liability company (the “Company”). This Amendment No. 5 supplements and amends the Schedule 13 originally filed with the Securities and Exchange Commission on November 8, 2013, as amended by Amendment No. 1 filed on March 28, 2014, Amendment No. 2 filed on June 30, 2014, Amendment No. 3 filed on September 30, 2014 and Amendment No. 4 filed on April 30, 2015 (as amended, the “Original Schedule 13D”).
This Amendment No. 5 is being filed by the Reporting Persons to report the block sale of an aggregate 964,000 ADSs of the Company by certain of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of all Ordinary Shares of the Company, other than those reported herein as being owned by such Reporting Person.Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 5 have the meanings ascribed to them in the Original Schedule 13D.
ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 is hereby amended to add the following statements:
On December 3, 2015, DCM V sold 941,038 ADSs of the Company and Aff V sold 22,962 ADSs of the Company in a block trade for a price of $62.15 per ADS or $59,912,600.00 in the aggregate.On December 3, 2015, the closing price of the ADSs on the New York Stock Exchange was $62.18 per ADS.
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Items 5(a), 5(b) and 5(c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
(a,b) Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person. References to percentages of ownership listed in Row 11 for each Reporting Person was calculated based upon 215,030,321 Class A ordinary shares outstanding as of December 15, 2015, which includes the 210,762,977 Class A ordinary shares reported as outstanding as of September 30, 2015 by the Company in its Form 6-K filed with the Securities and Exchange Commission (“SEC”) on November 30, 2015 plus the 4,267,344 Class A ordinary shares newly issued by the Company as reported by the Company in its Form 6-K filed with the SEC on December 11, 2015.
(c) There were no other transactions by the Reporting Persons of the Company’s Ordinary Shares during the past 60 days other than as described below.
On December 3, 2015, DCM V sold 941,038 ADSs of the Company and Aff V sold 22,962 ADSs of the Company in a block trade for a price of $62.15 per ADS or $59,912,600.00 in the aggregate.On December 3, 2015, the closing price of the ADSs on the New York Stock Exchange was $62.18 per ADS.
CUSIP NO. 31680Q104 | 13D | Page 14 of 15 |
SIGNATURES
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.
January 7, 2016
DCM V, L.P. | ||
By: DCM INVESTMENT MANAGEMENT V, L.P. | ||
Its General Partner | ||
By: DCM INTERNATIONAL V, LTD. | ||
Its General Partner |
By: | /s/ André Levi | ||
André Levi | |||
Assistant Secretary |
DCM AFFILIATES FUND V, L.P. | |
By: DCM INVESTMENT MANAGEMENT V, L.P. | |
Its General Partner | |
By: DCM INTERNATIONAL V, LTD. | |
Its General Partner |
By: | /s/ André Levi | ||
André Levi | |||
Assistant Secretary |
DCM INVESTMENT MANAGEMENT V, L.P. | |
By: DCM INTERNATIONAL V, LTD. | |
Its General Partner |
By: | /s/ André Levi | ||
André Levi | |||
Assistant Secretary |
DCM INTERNATIONAL V, LTD. |
By: | /s/ André Levi | ||
André Levi | |||
Assistant Secretary |
CUSIP NO. 31680Q104 | 13D | Page 15 of 15 |
DCM HYBRID RMB FUND, L.P. | |
By: DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P. | |
Its General Partner | |
By: DCM HYBRID RMB FUND INTERNATIONAL, LTD. | |
Its General Partner |
By: | /s/ André Levi | ||
André Levi | |||
Assistant Secretary |
DCM HYBRID RMB FUND INVESTMENT MANAGEMENT, L.P. | |
By: DCM HYBRID RMB FUND INTERNATIONAL, LTD. | |
Its General Partner | |
By: | /s/ André Levi | ||
André Levi | |||
Assistant Secretary |
DCM HYBRID RMB FUND INTERNATIONAL, LTD. |
By: | /s/ André Levi | ||
André Levi | |||
Assistant Secretary |
/s/ K. David Chao | ||
| K. David Chao | |
/s/ Peter W. Moran | ||
Peter W. Moran | ||
/s/ Thomas Blaisdell | ||
THOMAS BLAISDELL | ||
/s/ Jason Krikorian | ||
JASON KRIKORIAN | ||