Huatai Securities SC 13D/A AssetMark Financial Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

AssetMark Financial Holdings, Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

04546L106

(CUSIP Number)

Ted Angus

Executive Vice President and General Counsel

1655 Grant Street, 10th Floor

Concord, California 94520

(925)521-2200

with a copy to:

Alan F. Denenberg, Esq.

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

(650) 752-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 17, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7 for other parties to whom copies are to be sent.

*	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.

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).

Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of AssetMark Financial Holdings, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the reporting persons on July 26, 2019 (the “Original Filing” and, as amended, the “Statement”). This Amendment No. 1 is being filed to update the business address and present principal occupation or employment of certain directors and executive officers of the reporting persons listed on Schedule A hereto and incorporated herein by reference. Capitalized terms used but not defined in this Amendment No. 1 have the meaning given to them in the Original Filing.

Item 2. Identity and Background.

This Schedule 13D is being jointly filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

(i)

Huatai Securities Co., Ltd. (“HTSC”). HTSC is organized under the laws of the People’s Republic of China. The principal business of HTSC is wealth management, investment management and other financial and institutional services. The principal business address of HTSC is No. 228 Middle Jiangdong Road, Nanjing, Jiangsu Province, F12, 210019.

(ii)

Huatai International Financial Holdings Company Limited (“HIFHCL”). HIFHCL is organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. The principal business of HIFHCL is securities and financial services. The principal business address of HIFHCL is Room 5808-5812, 58/F., The Center, 99 Queen’s Road Central, Hong Kong.

(iii)

Huatai Financial Holdings (Hong Kong) Limited (“HFHHKL”). HFHHKL is organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. The principal business of HFHHKL is securities and financial services. The principal business address of HFHHKL is Room 5808-5812, 58/F., The Center, 99 Queen’s Road Central, Hong Kong.

(iv)

Huatai International Finance Limited (“HIFL”). HIFL is organized under the laws of the British Virgin Islands. HIFL’s principal business is as an investment holding company. The principal business address of HIFL is Room 5808-5812, 58/F., The Center, 99 Queen’s Road Central, Hong Kong.

(v)

Huatai International Investment Holdings Limited (“HIIHL”). HIIHL is organized under the laws of the Cayman Islands. HIIHL’s principal business is as an investment holding company. The principal business address of HIIHL is Room 5808-5812, 58/F., The Center, 99 Queen’s Road Central, Hong Kong.

The reported securities are owned directly by HIIHL. HIFL is the sole shareholder of HIIHL. HFHHKL is the sole shareholder of HIFL. HIFHCL is the sole shareholder of HFHHKL. HTSC is the sole shareholder of HIFHCL. The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached to the Original Filing as Exhibit I.

The name, citizenship, business address and present principal occupation or employment of each director and executive officer of each Reporting Person are listed on Schedule A attached hereto and incorporated herein by reference.

During the last five years, none of the Reporting Persons, and to the best of each such Reporting Person’s knowledge, none of the directors or executive officers of such Reporting Person listed on Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

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.

Date: July 31, 2019


HUATAI SECURITIES CO., LTD.

By:		/s/ Yi Zhou
		Name: Yi Zhou
		Title: Chairman and President

HUATAI INTERNATIONAL FINANCIAL HOLDINGS COMPANY LIMITED

By:		/s/ Lei Wang
		Name: Lei Wang
		Title: Director

HUATAI FINANCIAL HOLDINGS (HONG KONG) LIMITED

By:		/s/ Yi Zhou
		Name: Yi Zhou
		Title: Chairman

HUATAI INTERNATIONAL FINANCE LIMITED

By:		/s/ Lei Wang
		Name: Lei Wang
		Title: Director

HUATAI INTERNATIONAL INVESTMENT HOLDINGS LIMITED

By:		/s/ Lei Wang
		Name: Lei Wang
		Title: Director

Schedule A