| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LexinFintech Holdings Ltd.
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | 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 disclosures provided in a prior cover page.
** CUSIP number 528877 103 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “LX.” Each ADS represents two Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.
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 (“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).
| 1 | Name of Reporting Person
Wenjie Xiao |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | o |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization
People’s Republic of China |
| | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 5 | Sole Voting Power
111,010,357 (1) |
|
6 | Shared Voting Power
0 |
|
7 | Sole Dispositive Power
111,010,357 (1) |
|
8 | Shared Dispositive Power
0 |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
111,010,357 (1) |
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11 | Percent of Class Represented by Amount in Row 9
33.4% |
|
| 12 | Type of Reporting Person
IN |
| | | | | |
(1) Represents 1,000,000 Class A ordinary shares directly held by Mr. Wenjie Xiao and 931,579 restricted ADSs, representing 1,863,158 Class A ordinary shares, and 108,147,199 Class B ordinary shares directly held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust. The beneficiaries of The JX Chen Family Trust are Mr. Wenjie Xiao and his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares held by Installment Payment Investment Inc. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
2
| 1 | Name of Reporting Person
The JX Chen Family Trust |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | o |
|
| 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
110,010,357 (2) |
|
6 | Shared Voting Power
0 |
|
7 | Sole Dispositive Power
110,010,357 (2) |
|
8 | Shared Dispositive Power
0 |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
110,010,357 (2) |
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11 | Percent of Class Represented by Amount in Row 9
33.2% |
|
| 12 | Type of Reporting Person
OO |
| | | | | |
(2) Represents 931,579 restricted ADSs, representing 1,863,158 Class A ordinary shares, and 108,147,199 Class B ordinary shares directly held by Installment Payment Investment Inc. Installment Payment Investment Inc. is controlled by The JX Chen Family Trust. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.
3
| 1 | Name of Reporting Person
Installment Payment Investment Inc. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | o |
|
| 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
110,010,357 (3) |
|
6 | Shared Voting Power
0 |
|
7 | Sole Dispositive Power
110,010,357 (3) |
|
8 | Shared Dispositive Power
0 |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
110,010,357 (3) |
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11 | Percent of Class Represented by Amount in Row 9
33.2% |
|
| 12 | Type of Reporting Person
CO |
| | | | | |
(3) Represents 931,579 restricted ADSs, representing 1,863,158 Class A ordinary shares, and 108,147,199 Class B ordinary shares directly held by Installment Payment Investment Inc. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.
4
Item 1(a). | | Name of Issuer:
LexinFintech Holdings Ltd. (the “Issuer”) |
Item 1(b). | | Address of Issuer’s Principal Executive Offices:
27/F CES Tower, No. 3099 Keyuan South Road, Nanshan District, Shenzhen 518052, People’s Republic of China |
|
Item 2(a). | | Name of Person Filing:
(i) Wenjie Xiao, (ii) The JX Chen Family Trust, and (iii) Installment Payment Investment Inc. (collectively, the “Reporting Persons”) |
Item 2(b). | | Address of Principal Business Office or, if none, Residence:
Wenjie Xiao c/o 27/F CES Tower No. 3099 Keyuan South Road Nanshan District, Shenzhen 518052 People’s Republic of China The JX Chen Family Trust 2/F., The Grand Pavilion Commercial Centre 802 West Bay Road P.O. Box 10338, KY1-1003, Grand Cayman Cayman Islands Installment Payment Investment Inc. c/o 27/F CES Tower No. 3099 Keyuan South Road Nanshan District, Shenzhen 518052 People’s Republic of China |
Item 2(c) | | Citizenship:
Wenjie Xiao - People Republic of China The JX Chen Family Trust – Cayman Islands Installment Payment Investment Inc. - British Virgin Islands |
Item 2(d). | | Title of Class of Securities:
Class A ordinary shares, $0.0001 par value per share, of the Issuer The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
Item 2(e). | | CUSIP Number:
528877 103 This CUSIP number applies to the American depositary shares of the Issuer, each representing two Class A ordinary shares of the Issuer, par value $0.0001 per share. No CUSIP has been assigned to the ordinary shares. |
|
Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
| Not applicable |
5
Reporting Person | | Amount
beneficially
owned: | | Percent
of class: | | Percent of
aggregate
voting
power: | | Sole power to
vote or direct
the vote: | | Shared
power to
vote or to
direct the
vote: | | Sole power to
dispose or to
direct the
disposition of: | | Shared power
to dispose or to
direct the
disposition of: | |
Wenjie Xiao | | 111,010,357 | (1) | 33.4 | %(2) | 81.9 | % (3) | 111,010,357 | (1) | 0 | | 111,010,357 | (1) | 0 | |
| | | | | | | | | | | | | | | |
The JX Chen Family Trust | | 110,010,357 | (4) | 33.2 | %(2) | 81.8 | % (3) | 110,010,357 | (4) | 0 | | 110,010,357 | (4) | 0 | |
| | | | | | | | | | | | | | | |
Installment Payment Investment Inc. | | 110,010,357 | (4) | 33.2 | %(2) | 81.8 | % (3) | 110,010,357 | (4) | 0 | | 110,010,357 | (4) | 0 | |
(1) Represents 1,000,000 Class A ordinary shares directly held by Mr. Wenjie Xiao and 931,579 restricted ADSs, representing 1,863,158 Class A ordinary shares, and 108,147,199 Class B ordinary shares directly held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust. The beneficiaries of The JX Chen Family Trust are Mr. Wenjie Xiao and his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares held by Installment Payment Investment Inc. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
(2) The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 351,237,307 ordinary shares (being the sum of 243,090,108 Class A ordinary shares and 108,147,199 Class B ordinary shares) of the Issuer outstanding as of December 31, 2018 as a single class. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
(3) For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.
(4) Represents 931,579 restricted ADSs, representing 1,863,158 Class A ordinary shares, and 108,147,199 Class B ordinary shares directly held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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: |
| Not applicable |
|
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling 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. | Certifications: |
| Not applicable |
6
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, 2019
| WENJIE XIAO |
| |
| |
| /s/ Wenjie Xiao |
| |
| |
| THE JX CHEN FAMILY TRUST |
| By: | /s/ Choi Kin Wai |
| | /s/ Ho Suk Ching |
| Name: | Choi Kin Wai / Ho Suk Ching |
| | on behalf of TMF (Cayman) Ltd. |
| Title: | Trustee |
| | |
| | |
| INSTALLMENT PAYMENT INVESTMENT INC. |
| | |
| | |
| By: | /s/ Wenjie Xiao |
| Name: | Wenjie Xiao |
| Title: | Director |
7
LIST OF EXHIBITS
Exhibit No. | | Description |
| | |
A | | Joint Filing Agreement |
8
