Apoletto Asia SC 13G LexinFintech Holdings Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

LexinFintech Holdings Ltd.

(Name of Issuer)

Ordinary Shares (represented by American Depositary Shares), par value of $0.0001 per share

(Title of Class of Securities)

528877 103

(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:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ 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 in 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 theNotes).

CUSIP No. 528877 103

SCHEDULE 13G

Page 2 of 8 Pages


1.	Names of Reporting Persons Apoletto Asia Ltd
2.	Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒
3.	Sec Use Only
4.	Citizenship or Place of Organization Mauritius
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 18,257,039
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 18,257,039
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,257,139
10.	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11.	Percent of class represented by amount in row (9) 8.4%⁽¹⁾
12.	Type of Reporting Person (See Instructions) CO

(1)

This percentage is calculated based on a total of 217,070,940 Class A ordinary shares of the issuer outstanding, as reported in the issuer’s prospectus in connection with its initial public offering dated December 20, 2017, filed with the SEC on December 21, 2017, which takes into account the number of Class A ordinary shares in the form of ADSs issued in connection with the issuer’s initial public offering and assumes no exercise by the underwriters of their over-allotment option.

CUSIP No. 528877 103

SCHEDULE 13G

Page 3 of 8 Pages


1.	Names of Reporting Persons Apoletto Limited
2.	Check the appropriate box if a member of a Group (see instructions) (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 1,200,000
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 1,200,000
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,200,000
10.	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11.	Percent of class represented by amount in row (9) 0.6%⁽¹⁾
12.	Type of Reporting Person (See Instructions) CO

(1)

CUSIP No. 528877 103

SCHEDULE 13G

Page 4 of 8 Pages


1.	Names of Reporting Persons Newton (PTC) Limited
2.	Check the appropriate box if a member of a Group (see instructions) (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 19,457,039
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 19,457,039
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 19,457,039
10.	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11.	Percent of class represented by amount in row (9) 9.0%⁽¹⁾
12.	Type of Reporting Person (See Instructions) CO

(1)

CUSIP No. 528877 103

SCHEDULE 13G

Page 5 of 8 Pages


Item 1.	Issuer

(a)	Name of Issuer: LexinFintech Holdings Ltd. (the “Issuer”)

(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.	Filing Person

(a) – (c)		Name of Persons Filing; Address; Citizenship:

		This statement on Schedule 13G is being filed jointly by the following persons, collectively, the “Reporting Persons”:

	(i)	Apoletto Asia Ltd

		Address: IFS Court, Twenty Eight, Cyber City, Ebene, Mauritius

		Citizenship: Mauritius

	(ii)	Apoletto Limited

		Address: Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands

		Citizenship: British Virgin Islands

	(iii)	Newton (PTC) Limited

		Address: Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands

		Citizenship: British Virgin Islands

(d)	Title of Class of Securities: ordinary shares, par value of $0.0001 per share, of the issuer.

	The issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Each Class B ordinary share is convertible at the option of the holder into one Class A share. Class A ordinary shares are not convertible into Class B shares.

(e)	CUSIP No.: 528877 103

	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.

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under Section 15 of the Act;

	(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

	(e)	☐	An investment adviser in accordance with Rule13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule13d-1(b)(1)(ii)(F);

CUSIP No. 528877 103

SCHEDULE 13G

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(g)	☐	A parent holding company or control person in accordance with Rule13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	☐	Anon-U.S. institution in accordance with Rule240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule240.13d-1(b)(1)(ii)(K). If filing as anon-U.S. institution in accordance with Rule240.13d-1(b)(1)(ii)(J), please specify the type of institution:


Item 4. Ownership

Apoletto Asia Ltd:

(a)	Amount Beneficially Owned: 18,257,039 Class A Ordinary Shares⁽¹⁾

(b)	Percent of Class: 8.4%⁽²⁾

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote:	18,257,039⁽¹⁾
	(ii)	Shared power to vote or to direct the vote:	0
	(iii)	Sole power to dispose or to direct the disposition of:	18,257,039⁽¹⁾
	(iv)	Shared power to dispose or to direct the disposition of:	0

Apoletto Limited:

(a)	Amount Beneficially Owned: 1,200,000 Class A Ordinary Shares⁽³⁾

(b)	Percent of Class: 0.6%⁽⁴⁾

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote:	1,200,000⁽³⁾
	(ii)	Shared power to vote or to direct the vote:	0
	(iii)	Sole power to dispose or to direct the disposition of:	1,200,000⁽³⁾
	(iv)	Shared power to dispose or to direct the disposition of:	0

Newton (PTC) Limited:

(a)	Amount Beneficially Owned: 19,457,039 Class A Ordinary Shares⁽⁵⁾

(b)	Percent of Class: 9.0%⁽⁶⁾

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote:	19,457,039⁽⁵⁾
	(ii)	Shared power to vote or to direct the vote:	0
	(iii)	Sole power to dispose or to direct the disposition of:	19,457,039⁽⁵⁾
	(iv)	Shared power to dispose or to direct the disposition of:	0

(1)

Apoletto Asia Ltd directly holds 18,257,039 Class A ordinary shares. 98.72% equity of Apoletto Asia Ltd is held by Apoletto Limited, which is indirectly wholly owned by Newton (PTC) Limited. Each of Newton (PTC) Limited and Apoletto Limited disclaims beneficial ownership of the shares held directly by Apoletto Asia Ltd.

(2)

CUSIP No. 528877 103

SCHEDULE 13G

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(3)	Apoletto Limited directly holds 600,000 ADSs, representing 1,200,000 Class A ordinary shares. Apoletto Limited is beneficially owned and controlled by Newton (PTC) Limited. Newton (PTC) Limited disclaims beneficial ownership of the shares directly held by Apoletto Limited.

(4)

(5)

The 19,457,039 Class A Ordinary Shares beneficially owned by Newton (PTC) Limited consists of (i) 18,257,039 Class A ordinary shares directly held by Apoletto Asia Ltd, and (ii) 1,200,000 Class A ordinary shares represented by 600,000 ADSs that Apoletto Limited subscribed for and was allocated in the initial public offering of the issuer.

(6)

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 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.

Certifications.

Not applicable.

CUSIP No. 528877 103

SCHEDULE 13G

Page 8 of 8 Pages

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


APOLETTO ASIA LTD

By:		/s/ Soraj Bissoonauth
Name:		Soraj Bissoonauth
Title:		Director

APOLETTO LIMITED

By:		/s/ Despoina Zinonos
Name:		Despoina Zinonos
Title:		Director

NEWTON (PTC) LIMITED

By:		/s/ Anastasia Stavrou
Name:		Anastasia Stavrou
Title:		Director

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares and the American Depositary Shares representing Ordinary Shares, in each case of LexinFintech Holdings Ltd., and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

Dated: February 14, 2018


APOLETTO ASIA LTD

By:		/s/ Soraj Bissoonauth
Name:		Soraj Bissoonauth
Title:		Director

APOLETTO LIMITED

By:		/s/ Despoina Zinonos
Name:		Despoina Zinonos
Title:		Director

NEWTON (PTC) LIMITED

By:		/s/ Anastasia Stavrou
Name:		Anastasia Stavrou
Title:		Director

Apoletto Asia SC 13GLexinFintech Holdings Ltd.