SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO13d-2 (b)
(Amendment No. 2)
JUMEI INTERNATIONAL HOLDING LIMITED
(Name of Issuer)
CLASS A ORDINARY SHARES
(Title of Class of Securities)
48138L107*
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-1(d)
* This CUSIP number applies to the Issuer’s American depositary shares, each representing one Class A Ordinary Share.
(Continued on following pages)
Page 1 of 12 Pages
| CUSIP NO. 48138L107 | Schedule 13G | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA II, L.P. (“SCC II”) | |||||
| 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
11,677,527 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,677,527 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,677,527 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 90,901,446 Class A ordinary shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on May 1, 2017. |
| CUSIP NO. 48138L107 | Schedule 13G | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA PARTNERS FUND II, L.P. (“SCC PTRS II”) | |||||
| 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
293,993 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
293,993 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,993 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 90,901,446 Class A ordinary shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on May 1, 2017. |
| CUSIP NO. 48138L107 | Schedule 13G | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA PRINCIPALS FUND II, L.P. (“SCC PRIN II”) | |||||
| 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
1,961,813 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,961,813 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,961,813 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 90,901,446 Class A ordinary shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on May 1, 2017. |
| CUSIP NO. 48138L107 | Schedule 13G | Page 5 of 12 |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA MANAGEMENT II, L.P. (“SCC MGMT II”) | |||||
| 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
13,933,333 shares, of which 11,677,527 shares are directly held by SCC II, 293,993 shares are directly held by SCC PTRS II and 1,961,813 shares are directly held by SCC PRIN II. SCC MGMT II is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
13,933,333 shares, of which 11,677,527 shares are directly held by SCC II, 293,993 shares are directly held by SCC PTRS II and 1,961,813 shares are directly held by SCC PRIN II. SCC MGMT II is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,933,333 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 90,901,446 Class A ordinary shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on May 1, 2017. |
| CUSIP NO. 48138L107 | Schedule 13G | Page 6 of 12 |
| 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
13,933,333 shares, of which 11,677,527 shares are directly held by SCC II, 293,993 shares are directly held by SCC PTRS II and 1,961,813 shares are directly held by SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
13,933,333 shares, of which 11,677,527 shares are directly held by SCC II, 293,993 shares are directly held by SCC PTRS II and 1,961,813 shares are directly held by SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,933,333 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 90,901,446 Class A ordinary shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on May 1, 2017. |
| CUSIP NO. 48138L107 | Schedule 13G | Page 7 of 12 |
| 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
13,933,333 shares, of which 11,677,527 shares are directly held by SCC II, 293,993 shares are directly held by SCC PTRS II and 1,961,813 shares are directly held by SCC PRIN II. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
13,933,333 shares, of which 11,677,527 shares are directly held by SCC II, 293,993 shares are directly held by SCC PTRS II and 1,961,813 shares are directly held by SCC PRIN II. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,933,333 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 90,901,446 Class A ordinary shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on May 1, 2017. |
| CUSIP NO. 48138L107 | Schedule 13G | Page 8 of 12 |
| 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
| ||||
| 6 | SHARED VOTING POWER
199,968 | |||||
| 7 | SOLE DISPOSITIVE POWER
| |||||
| 8 | SHARED DISPOSITIVE POWER
199,968 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,968 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 90,901,446 Class A ordinary shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on May 1, 2017. |
| CUSIP NO. 48138L107 | Schedule 13G | Page 9 of 12 |
| 1 | NAME OF REPORTING PERSON
NAN PENG 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
961,158 | ||||
| 6 | SHARED VOTING POWER
14,133,301 shares, of which 11,677,527 shares are directly held by SCC II, 293,993 shares are directly held by SCC PTRS II, 1,961,813 shares are directly held by SCC PRIN II and 199,968 shares are directly held by SCC UR. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. SCC HOLD and SCC UR are wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | |||||
| 7 | SOLE DISPOSITIVE POWER
961,158 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,133,301 shares, of which 11,677,527 shares are directly held by SCC II, 293,993 shares are directly held by SCC PTRS II, 1,961,813 shares are directly held by SCC PRIN II and 199,968 shares are directly held by SCC UR. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT II, which is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. SCC HOLD and SCC UR are wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,094,459 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 90,901,446 Class A ordinary shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on May 1, 2017. |
| CUSIP NO. 48138L107 | Schedule 13G | Page 10 of 12 |
| ITEM 1. |
| (a) | Name of Issuer: | Jumei International Holding Limited | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||||
| 20th Floor, Tower B, Zhonghui Plaza | ||||||
| 11 Dongzhimen South Road, Dongcheng District | ||||||
| Beijing 100007 | ||||||
| People’s Republic of China | ||||||
| ITEM 2. |
| (a) | Name of Persons Filing: | |||
| Sequoia Capital China II, L.P. | ||||
| Sequoia Capital China Partners Fund II, L.P. | ||||
| Sequoia Capital China Principals Fund II, L.P. | ||||
| Sequoia Capital China Management II, L.P. | ||||
| SC China Holding Limited | ||||
| SNP China Enterprises Limited | ||||
| Sequoia Capital China UR Holdings Limited | ||||
| Nan Peng Shen | ||||
SCC MGMT II is the General Partner of each of SCC II, SCC PTRS II and SCC PRIN II. SCC HOLD is the General Partner of SCC MGMT II. SNP is the Director of, and wholly owns, SCC HOLD. NS is the Director of, and 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: | |||
| SCC MGMT II, SCC II, SCC PTRS II, SCC PRIN II, SCC HOLD, SCC UR: Cayman Islands | ||||
| SNP: British Virgin Islands | ||||
| NS: Hong Kong SAR | ||||
| (d) | Title of Class of Securities: | Class A Ordinary Shares | ||
| (e) | CUSIP Number: | 48138L107 | ||
| ITEM 3. | If this statement is filed pursuant to Rules13d-1(b) or13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| CUSIP NO. 48138L107 | Schedule 13G | Page 11 of 12 |
| 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. ☐
| 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
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP NO. 48138L107 | Schedule 13G | Page 12 of 12 |
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 14, 2018
Sequoia Capital China II, L.P.
Sequoia Capital China Partners Fund II, L.P.
Sequoia Capital China Principals Fund II, L.P.
| By: | Sequoia Capital China Management II, L.P. | |||
| General Partner of each | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| Sequoia Capital China Management II, L.P. | ||||
| By: | SC China Holding Limited | |||
| its General Partner | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| SC China Holding Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
| SNP China Enterprises Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Owner and Director | ||||
| Sequoia Capital China UR Holdings Limited | ||||
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Owner and Director | ||||
/s/ Nan Peng Shen | ||||
| Nan Peng Shen | ||||
