UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
TuanChe Limited
(Name of Issuer)
Class A Ordinary Shares, par value of US$0.0001 per share
(Title of Class of Securities)
89856T104**
(CUSIP Number)
December 31, 2018
(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)
| * | 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. |
| ** | There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 89856T104 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Capital Market under the symbol “TC.” Each ADS represents 4 Class A Ordinary Shares. |
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).
SCHEDULE 13G
CUSIP No. 89856T104
|
| 1 | Names of Reporting Persons
Bertelsmann SE & Co. KGaA | |||||
| 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
Germany | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
28,715,429 Class A Ordinary Shares. See Item 4. | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
28,715,429 Class A Ordinary Shares. See Item 4. | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,715,429 Class A Ordinary Shares. See Item 4. | |||||
| 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)
16.3%. See Item 4. | |||||
| 12 | Type of Reporting Person (See Instructions)
CO | |||||
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| 1 | Names of Reporting Persons
BAI GmbH | |||||
| 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
Germany | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
28,715,429 Class A Ordinary Shares. See Item 4. | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
28,715,429 Class A Ordinary Shares. See Item 4. | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,715,429 Class A Ordinary Shares. See Item 4. | |||||
| 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)
16.3%. See Item 4. | |||||
| 12 | Type of Reporting Person (See Instructions)
CO | |||||
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| Item 1. |
(a) Name of Issuer:TuanChe Limited
(b) Address of Issuer’s Principal Executive Offices:9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, People’s Republic of China
| Item 2. |
(a) Name of Person Filing:Bertelsmann SE & Co. KGaA, BAI GmbH
| (b) | Address of Principal Business Office or, if None, Residence: |
Bertelsmann SE & Co. KGaA: Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany
BAI GmbH: Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany
| (c) | Citizenship: |
Bertelsmann SE & Co. KGaA — Germany
BAI GmbH — Germany
| (d) | Title and Class of Securities:Class A Ordinary Shares, par value of $0.0001 per share |
(e) CUSIP No.: 89856T104
| 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:Not applicable. |
| Item 4. | Ownership |
The table below sets forth the ownership of the Class A Ordinary Shares by each of the reporting persons:
Reporting Person | Amount Beneficially Owned | Percent of Class(1): | 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: | ||||||||||||||||||
Bertelsmann SE & Co. KGaA | 28,715,429 | (2) | 16.3 | % | 0 | 28,715,429 | (2) | 0 | 28,715,429 | (2) | ||||||||||||||
BAI GmbH | 28,715,429 | (3) | 16.3 | % | 0 | 28,715,429 | (3) | 0 | 28,715,429 | (3) | ||||||||||||||
| (1) | The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 175,842,902 Class A Ordinary Shares outstanding, as reported in the Company’s Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on November 21, 2018. |
| (2) | Includes 28,715,429 Class A Ordinary Shares held by BAI GmbH. BAI GmbH is a wholly-owned subsidiary of Bertelsmann SE & Co. KGaA. |
| (3) | 28,715,429 Class A Ordinary Shares held by BAI GmbH. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
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| 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. |
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LIST OF EXHIBITS
Exhibit A — Joint Filing Agreement
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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: January 30, 2019
| Bertelsmann SE & Co. KGaA | By: | /s/ ppa. Dr. Michael Kronenburg / ppa. Thomas Werth | ||||
| Name: | ppa. Dr. Michael Kronenburg / ppa. Thomas Werth | |||||
| Title: | Authorized Signatories | |||||
| BAI GmbH | By: | /s/ ppa. Dr. Michael Kronenburg / ppa. Thomas Werth | ||||
| Name: | ppa. Dr. Michael Kronenburg / ppa. Thomas Werth | |||||
| Title: | Authorized Signatories | |||||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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