Yatsen Holding Limited SC 13G/A Yatsen Holding / Zhen Partners Management ownership change

CUSIP No. 985194109

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Yatsen Holding Limited

(Name of Issuer)

Class A ordinary shares, $0.00001 par value per share

(Title of Class of Securities)

985194109**

(CUSIP Number)

September 30, 2024

(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)
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 985194109 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “YSG.” Each ADS represents twenty Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.

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).

CUSIP No. 985194109

1	Name of Reporting Person Zhen Partners Fund IV, 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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 222,231,601⁽¹⁾
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 222,231,601⁽¹⁾
9	Aggregate Amount Beneficially Owned by Each Reporting Person 222,231,601⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row 9 10.36%⁽²⁾(or 1.50%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person PN

(1)

Represents 166,673,701 Class A ordinary shares and 2,777,895 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd.

(2)

The beneficial ownership percentage is calculated based on 2,144,848,572 ordinary shares of the Issuer as a single class, being the sum of (i) 1,478,275,692 Class A ordinary shares, and (ii) 666,572,880 Class B ordinary shares issued and outstanding as of February 29, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2024 (the “Issuer’s 20-F Filing”). The voting power of the shares beneficially owned represented 1.50% of the total outstanding voting power.

CUSIP No. 985194109

1	Name of Reporting Person Zhen Partners Management (MTGP) IV, 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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 222,231,601⁽¹⁾
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 222,231,601 ⁽¹⁾
9	Aggregate Amount Beneficially Owned by Each Reporting Person 222,231,601 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row 9 10.36%⁽²⁾(or 1.50%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person PN

(1)

(2)

The beneficial ownership percentage is calculated based on 2,144,848,572 ordinary shares of the Issuer as a single class, being the sum of (i) 1,478,275,692 Class A ordinary shares, and (ii) 666,572,880 Class B ordinary shares issued and outstanding as of February 29, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 1.50 % of the total outstanding voting power.

CUSIP No. 985194109

1	Name of Reporting Person Zhen Partners Management (TTGP) IV, Ltd.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
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 0
		6	Shared Voting Power 222,231,601⁽¹⁾
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 222,231,601 ⁽¹⁾
9	Aggregate Amount Beneficially Owned by Each Reporting Person 222,231,601 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row 9 10.36%⁽²⁾(or 1.50%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person CO

(1)

(2)

The beneficial ownership percentage is calculated based on 2,144,848,572 ordinary shares of the Issuer as a single class, being the sum of (i) 1,478,275,692 Class A ordinary shares, and (ii) 666,572,880 Class B ordinary shares issued and outstanding as of February 29, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 1.50 % of the total outstanding voting power.

CUSIP No. 985194109

1	Name of Reporting Person Zhen Advisors Ltd.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
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 637,320⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 637,320⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 637,320⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row 9 0.03%⁽²⁾(or 0.004%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person CO

(1)

Represents 31,866 ADSs (representing 637,320 Class A ordinary shares) held by Zhen Advisors Ltd.

(2)

The beneficial ownership percentage is calculated based on 2,144,848,572 ordinary shares of the Issuer as a single class, being the sum of (i) 1,478,275,692 Class A ordinary shares, and (ii) 666,572,880 Class B ordinary shares issued and outstanding as of February 29, 2024, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 0.004% of the total outstanding voting power.

CUSIP No. 985194109

Item 1(a).	Name of Issuer: Yatsen Holding Limited
Item 1(b).	Address of Issuer’s Principal Executive Offices: Building No. 35, Art Port International Creation Center, No. 2519 Xingang East Road, Haizhu District, Guangzhou 510330, People’s Republic of China

Item 2(a).	Name of Person Filing: (i) Zhen Partners Fund IV, L.P. (ii) Zhen Partners Management (MTGP) IV, L.P. (iii) Zhen Partners Management (TTGP) IV, Ltd. (iv) Zhen Advisors Ltd. (collectively, the “Reporting Persons”)
Item 2(b).	Address of Principal Business Office or, if none, Residence: The addresses of the Reporting Persons are: (i) Zhen Partners Fund IV, L.P. P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (ii) Zhen Partners Management (MTGP) IV, L.P. P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (iii) Zhen Partners Management (TTGP) IV, Ltd. P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (iv) Zhen Advisors Ltd. P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands
Item 2(c)	Citizenship: Zhen Partners Fund IV, L.P. – Cayman Islands Zhen Partners Management (MTGP) IV, L.P. – Cayman Islands Zhen Partners Management (TTGP) IV, Ltd. – Cayman Islands Zhen Advisors Ltd. – Cayman Islands
Item 2(d).	Title of Class of Securities: Class A ordinary shares, par value US$0.00001 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 twenty votes per share, on all matters submitted to shareholders 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: 985194109 This CUSIP number applies to the American depositary shares of the Issuer, each representing twenty Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.

CUSIP No. 985194109

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.

Item 4.

Ownership:

The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of September 30, 2024:

Reporting Persons	Ordinary Shares Held Directly⁽¹⁾		Shared Voting Power⁽¹⁾		Shared Dispositive Power⁽¹⁾		Beneficial Ownership⁽¹⁾		Percentage of Total Ordinary Shares⁽¹⁾⁽⁴⁾			Percentage of the Aggregate Voting Power⁽¹⁾⁽⁴⁾
Zhen Partners Fund IV, L.P.⁽²⁾		222,231,601		222,231,601		222,231,601		222,231,601		10.36	%		1.50	%
Zhen Partners Management (MTGP) IV, L.P.⁽²⁾		0		222,231,601		222,231,601		222,231,601		10.36	%		1.50	%
Zhen Partners Management (TTGP) IV, Ltd.⁽²⁾		0		222,231,601		222,231,601		222,231,601		10.36	%		1.50	%
Zhen Advisors Ltd. ⁽³⁾		637,320		0		0		637,320		0.03	%		0.004	%

(1)

Represents the number of Class A ordinary shares (including Class A ordinary shares represented by ADSs) beneficially owned by the Reporting Persons as of September 30, 2024.

(2)

The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd.

(3)

Zhen Advisors Ltd. directly holds 31,866 ADSs (representing 637,320 Class A ordinary shares) of the Issuer.

(4)

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.

CUSIP No. 985194109

Item 9.	Notice of Dissolution of Group:
	Not applicable.

Item 10.	Certifications:
	Not applicable.

CUSIP No. 985194109

LIST OF EXHIBITS

Exhibit No.		Description

99.1		Joint Filing Agreement

CUSIP No. 985194109

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: November 12, 2024

	Zhen Partners Fund IV, L.P.

	By:	Zhen Partners Management (MTGP) IV, L.P.
		its General Partner
	By:	Zhen Partners Management (TTGP) IV, Ltd.
		its General Partner

	By:	/s/ Xiao Ping Xu
	Name:	Xiao Ping Xu
	Title:	Authorized Signatory

	Zhen Partners Management (MTGP) IV, L.P.

	By:	Zhen Partners Management (TTGP) IV, Ltd.
		its General Partner

	By:	/s/ Xiao Ping Xu
	Name:	Xiao Ping Xu
	Title:	Authorized Signatory

	Zhen Partners Management (TTGP) IV, Ltd.

	By:	/s/ Xiao Ping Xu
	Name:	Xiao Ping Xu
	Title:	Authorized Signatory

	Zhen Advisors Ltd.

	By:	/s/ Fang Anna AI
	Name:	Fang Anna AI
	Title:	Authorized Signatory

Yatsen Holding Limited (YSG) SC 13G/AYatsen Holding / Zhen Partners Management ownership change