D1 Capital Partners SC 13G Tencent Music Entertainment Group

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Tencent Music Entertainment Group

(Name of Issuer)

Class A Ordinary Shares, US$0.000083 par value

(Title of Class of Securities)

88034P109**

(CUSIP Number)

November 12, 2019

(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 Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Issuer's American Depository Shares (“ADSs”) is shown.  Each ADS represents two 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 the Notes).

CUSIP No. 88034P109 13G Page 2 of 7 Pages

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D1 Capital Partners L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
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 48,400,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 48,400,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,400,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4%
12	TYPE OF REPORTING PERSON PN, IA

CUSIP No. 88034P109 13G Page 3 of 7 Pages

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel Sundheim
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
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 48,400,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 48,400,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,400,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.4%
12	TYPE OF REPORTING PERSON IN, HC

 

CUSIP No. 88034P109 13G Page 4 of 7 Pages

Item 1 (a).	Name of Issuer.
	Tencent Music Entertainment Group (the "Issuer")

Item 1(b).	Address of Issuer's Principal Executive Offices.
	17/F, Malata Building, Kejizhongyi Road Midwest District of Hi-Tech Park Nanshan District, Shenzhen F4 51805

Item 2(a).	Name of Person Filing.
	This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim (the "Mr. Sundheim").  The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." The reported securities are held by D1 Capital Partners Master LP, an investment fund managed by the Investment Manager (the "Investment Vehicle"). The Investment Manager may be deemed to beneficially own the securities held by the Investment Vehicle by virtue of the Investment Manager's position as investment manager of the Investment Vehicle. Mr. Sundheim may be deemed to beneficially own the securities held by the Investment Vehicle by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported herein.
Item 2(b).	Address of Principal Business Office.
	D1 Capital Partners L.P. 9 West 57th Street, 36th Floor New York, New York 10019 Daniel Sundheim c/o D1 Capital Partners L.P. 9 West 57th Street, 36th Floor New York, New York 10019
Item 2(c).	Place of Organization.
	Investment Manager – Delaware Mr. Sundheim – United States of America
Item 2(d).	Title of Class of Securities.
	Class A Ordinary Shares, $0.0000831 par value (the "Ordinary Shares")

CUSIP No. 88034P109 13G Page 5 of 7 Pages

Item 2(e).	CUSIP Number.
	The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Issuer's American Depository Shares (“ADSs”) is 88034P109.  Each ADS represents two Class A 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 Person Filing is a:

(a)	◻	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	◻	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	◻	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	◻	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	◻	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	◻	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	◻	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	◻	A savings association 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 (15 U.S.C. 80a-3);
(j)	◻	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	◻	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.

Item 4.

Ownership.

The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 614,087,611 Class A Ordinary Shares outstanding as of March 31, 2019, as disclosed in the Annual Report on Form 20-F filed by the Issuer with the Securities and Exchange Commission for the period ended December 21, 2018, plus 42,086,472 Class A Ordinary Shares known to the Reporting Persons to have been issued in exchange for Class B Ordinary Shares subsequent to March 31, 2019.

CUSIP No. 88034P109 13G Page 6 of 7 Pages

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.
	The Investment Vehicle has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Ordinary Shares.

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.

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 88034P109 13G Page 7 of 7 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  November 22, 2019
	D1 CAPITAL PARTNERS L.P.
	By:	/s/ Amanda Hector
	Name:	Amanda Hector
	Title:	General Counsel and Chief Compliance Officer
	/s/ Daniel Sundheim
	DANIEL SUNDHEIM

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date:  November 22, 2019
	D1 CAPITAL PARTNERS L.P.
	By:	/s/ Amanda Hector
	Name:	Amanda Hector
	Title:	General Counsel and Chief Compliance Officer
	/s/ Daniel Sundheim
	DANIEL SUNDHEIM