UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
58.com Inc. |
(Name of Issuer) |
Class A Ordinary Shares, par value US$0.00001 per share |
(Title of Class of Securities) |
31680Q104† |
(CUSIP Number) |
December 31, 2013 |
(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)
*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 the 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 31680Q104 | 13G | Page 2 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WP X Asia Online Investment Holdings Limited (“WP X Asia”) | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
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 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* CO |
† This CUSIP number applies to the Issuer’s American Depositary Shares (“ADS”)
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 2 of 16
CUSIP No. 31680Q104 | 13G | Page 3 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg Pincus Private Equity X, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* PN |
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 3 of 16
CUSIP No. 31680Q104 | 13G | Page 4 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg Pincus X Partners, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* PN |
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 4 of 16
CUSIP No. 31680Q104 | 13G | Page 5 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg Pincus X, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* PN |
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 5 of 16
CUSIP No. 31680Q104 | 13G | Page 6 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg Pincus X LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* OO |
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 6 of 16
CUSIP No. 31680Q104 | 13G | Page 7 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg Pincus Partners LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* OO |
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 7 of 16
CUSIP No. 31680Q104 | 13G | Page 8 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg Pincus & Co. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* PN |
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 8 of 16
CUSIP No. 31680Q104 | 13G | Page 9 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg Pincus LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* OO |
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 9 of 16
CUSIP No. 31680Q104 | 13G | Page 10 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles R. Kaye | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* IN |
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 10 of 16
CUSIP No. 31680Q104 | 13G | Page 11 of 16 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph P. Landy | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 34,019,403* | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 34,019,403* | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,019,403* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 55.7%* | ||
12 | TYPE OF REPORTING PERSON* IN |
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
Page 11 of 16
Item 1(a) | Name of Issuer: |
The name of the Issuer is 58.com Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”). | |
Item 1(b) | Address of Issuer’s Principal Executive Offices: |
The Company’s principal executive office is located at Block E, The North American International Business Center, Yi 108 Beiyuan Road, Chaoyang District, Beijing 100101, People's Republic of China. | |
Items 2(a) | Name of Person Filing: |
This Schedule 13G is being filed by (i) WP X Asia Online Investment Holdings Limited, a British Virgin Islands company (“WP X Asia”), a wholly owned subsidiary of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”) and Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X” and together with WP X, the “WP X Funds”), (ii) WP X, (iii) WPP X, (iv) Warburg Pincus X, L.P., a Delaware limited partnership and the sole general partner of each of the Funds (“WP X LP”), (v) Warburg Pincus X LLC, a Delaware limited liability company (“WP X LLC”) and the sole general partner of WP X LP, (vi) Warburg Pincus Partners LLC, a New York limited liability company (“WPP LLC”), and the sole member of WP X LLC, (vii) Warburg Pincus & Co., a New York general partnership (“WP”), and the managing member of WPP LLC; (viii) Warburg Pincus LLC, a New York limited liability company (“WP LLC”) that manages each of the WP X Funds; and (ix) Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC. Each of WP X Asia, WP X,WPP X, WP X LP, WP X LLC, WPP LLC, WP LLC,WP and Messrs. Kaye and Landy, collectively being referred to herein as the “Warburg Pincus Reporting Persons”). | |
Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person or any of its affiliates is the beneficial owner of any Ordinary Shares or ADS for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or for any other purpose. | |
Item 2(b) | Address of Principal Business Office: |
The address of the principal business office of the Warburg Pincus Reporting Persons is c/o Warburg Pincus & Co., 450 Lexington Avenue, New York, New York 10017. | |
Item 2(c) | Citizenship: |
WP X Asia is a British Virgin Islands company, WP X is a Delaware limited partnership, WPP X is a Delaware limited partnership, WP X LP is a Delaware limited partnership, WP X LLC is a Delaware limited liability company, WPP LLC is a New York limited liability company, WP is a New York general partnership and WP LLC is a New York limited liability company. Mr. Kaye and Mr. Landy are each United States citizens. | |
Item 2(d) | Title of Class of Securities: |
Class A Ordinary Shares, par value US$0.00001 per share (“Ordinary Shares”). |
Page 12 of 16
Item 2(e) | CUSIP Number: |
31680Q104 | |
Item 3 | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not Applicable. | |
Item 4 | Ownership: |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each of the Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person. | |
WP X Asia is the direct record owner of 34,019,403 Class B Ordinary Shares convertible into 34,019,403 Class A Ordinary Shares. If all such Class B Ordinary Shares are converted into Class A Ordinary Shares, such shares would then be convertible into 17,009,701 American Depositary Shares (“ADS”) of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. | |
Item 5 | Ownership of Five Percent or Less of a Class: |
Not applicable. | |
Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Class A Ordinary Shares. | |
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not Applicable. | |
Item 8 | Identification and Classification of Members of the Group: |
The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file jointly is attached hereto as Exhibit 99.1. | |
Item 9 | Notice of Dissolution of Group: |
Not Applicable. | |
Item 10 | Certification: |
Not Applicable. |
Page 13 of 16
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, 2014
WP X ASIA ONLINE INVESTMENT HOLDINGS LIMITED |
By: | /s/ Timothy J. Curt | |
Name: Timothy J. Curt | ||
Title: Director |
WARBURG PINCUS PRIVATE EQUITY X, L.P. |
By: | Warburg Pincus X, L.P., its general partner | |||||
By: | Warburg Pincus X LLC, its general partner | |||||
By: | Warburg Pincus Partners LLC, its sole member | |||||
By: | Warburg Pincus & Co., its managing member | |||||
By: | /s/ Robert B. Knauss | |||||
Name: Robert B. Knauss | ||||||
Title: Partner |
WARBURG PINCUS X PARTNERS, L.P. | ||||||
By: | Warburg Pincus X, L.P., its general partner | |||||
By: | Warburg Pincus X LLC, its general partner | |||||
By: | Warburg Pincus Partners LLC, its sole member | |||||
By: | Warburg Pincus & Co., its managing member | |||||
By: | /s/ Robert B. Knauss | |||||
Name: Robert B. Knauss | ||||||
Title: Partner |
WARBURG PINCUS X, L.P. | ||||||
By: | Warburg Pincus X LLC, its general partner | |||||
By: | Warburg Pincus Partners LLC, its sole member | |||||
By: | Warburg Pincus & Co., its managing member | |||||
By: | /s/ Robert B. Knauss | |||||
Name: Robert B. Knauss | ||||||
Title: Partner |
Page 14 of 16
WARBURG PINCUS X LLC | |||||
By: | Warburg Pincus Partners LLC, its sole member | ||||
By: | Warburg Pincus & Co., its managing member | ||||
By: | /s/ Robert B. Knauss | ||||
Name: Robert B. Knauss | |||||
Title: Partner |
WARBURG PINCUS PARTNERS LLC | |||
By: Warburg Pincus & Co., its managing member | |||
By: | /s/ Robert B. Knauss | ||
Name: Robert B. Knauss | |||
Title: Partner |
WARBURG PINCUS & CO. | |||
By: | /s/ Robert B. Knauss | ||
Name: Robert B. Knauss | |||
Title: Partner |
WARBURG PINCUS LLC | |||
By: | /s/ Robert B. Knauss | ||
Name: Robert B. Knauss | |||
Title: Managing Director |
CHARLES R. KAYE | |||
By: | /s/ Robert B. Knauss | ||
Robert B. Knauss, Attorney-in-fact* |
JOSEPH P. LANDY | |||
By: | /s/ Robert B. Knauss | ||
Robert B. Knauss, Attorney-in-fact* |
* | The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference. |
Page 15 of 16
EXHIBIT INDEX
-------------
Exhibit 99.1: Joint Filing Agreement, dated February 14, 2014, by and among the Warburg Pincus Reporting Persons.
Page 16 of 16