ShangPharma Corporation
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(Name of Issuer)
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Ordinary Shares, par value $0.001 per share
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(Title of Class of Securities)
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81943P104
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(CUSIP Number)
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Ronald Cami
Vice President
TPG Global, LLC
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
(817) 871-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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February 22, 2013
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 81943P104
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13D
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
TPG Group Holdings (SBS) Advisors, Inc.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o (See Item 2)
|
||
3
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SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (see instructions)
OO (See Item 3)
|
||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
224,594,220 (See Items 2, 3, 4 and 5)*
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
224,594,220 (See Items 2, 3, 4 and 5)*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,594,220 (See Items 2, 3, 4 and 5)*
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
66.7% (See Item 5)**
|
||
14
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
*
|
As further described in Item 2, the Reporting Persons (as defined below) may be deemed to beneficially own the Ordinary Shares (as defined below) of the Issuer (as defined below) beneficially owned by the Founder Reporting Persons (as defined below) and Han Ming (as defined below), including, pursuant to Rule 13d-3(d) of the Act, 2,250,000 Ordinary Shares of the Issuer issuable to the Founder (as defined below) within 60 days of the date hereof under the terms of certain restricted share units.
|
**
|
The calculation is based on 336,673,124 Ordinary Shares outstanding as of February 22, 2013 (including, pursuant to Rule 13d-3(d) of the Act, 2,250,000 Ordinary Shares of the Issuer issuable to the Founder within 60 days of the date hereof under the terms of certain restricted share units), which figure is based on information provided in the proxy statement of the Company filed as an exhibit to Schedule 13E-3/A on February 25, 2013.
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CUSIP No. 81943P104
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13D
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Page 3 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
David Bonderman
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o (See Item 2)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (see instructions)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
224,594,220 (See Items 2, 3, 4 and 5)*
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
224,594,220 (See Items 2, 3, 4 and 5)*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,594,220 (See Items 2, 3, 4 and 5)*
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
66.7% (See Item 5)**
|
||
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
*
|
As further described in Item 2, the Reporting Persons may be deemed to beneficially own the Ordinary Shares of the Issuer beneficially owned by the Founder Reporting Persons and Han Ming, including, pursuant to Rule 13d-3(d) of the Act, 2,250,000 Ordinary Shares of the Issuer issuable to the Founder within 60 days of the date hereof under the terms of certain restricted share units.
|
**
|
The calculation is based on 336,673,124 Ordinary Shares outstanding as of February 22, 2013 (including, pursuant to Rule 13d-3(d) of the Act, 2,250,000 Ordinary Shares of the Issuer issuable to the Founder within 60 days of the date hereof under the terms of certain restricted share units), which figure is based on information provided in the proxy statement of the Company filed as an exhibit to Schedule 13E-3/A on February 25, 2013.
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CUSIP No. 81943P104
|
13D
|
Page 4 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
James G. Coulter
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o (See Item 2)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (see instructions)
OO (See Item 3)
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
224,594,220 (See Items 2, 3, 4 and 5)*
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
224,594,220 (See Items 2, 3, 4 and 5)*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,594,220 (See Items 2, 3, 4 and 5)*
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
66.7% (See Item 5)**
|
||
14
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
*
|
As further described in Item 2, the Reporting Persons may be deemed to beneficially own the Ordinary Shares of the Issuer beneficially owned by the Founder Reporting Persons and Han Ming, including, pursuant to Rule 13d-3(d) of the Act, 2,250,000 Ordinary Shares of the Issuer issuable to the Founder within 60 days of the date hereof under the terms of certain restricted share units.
|
**
|
The calculation is based on 336,673,124 Ordinary Shares outstanding as of February 22, 2013 (including, pursuant to Rule 13d-3(d) of the Act, 2,250,000 Ordinary Shares of the Issuer issuable to the Founder within 60 days of the date hereof under the terms of certain restricted share units), which figure is based on information provided in the proxy statement of the Company filed as an exhibit to Schedule 13E-3/A on February 25, 2013.
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“13.
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Term and Revolving Facilities Agreement dated February 22, 2013, by and between Standard Chartered Bank (Hong Kong) Limited and ShangPharma Parent Limited (previously filed with the Commission as Exhibit (b)-(7) to Schedule 13E-3/A filed by ShangPharma Corporation, ShangPharma Holdings Limited, ShangPharma Parent Limited, ShangPharma Merger Sub Limited, Michael Xin Hui, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, Joint Benefit Group Limited, TPG Star Charisma Limited, TPG Biotech II Charisma Limited, TPG Star, L.P., TPG Biotechnology Partners II, L.P., Han Ming Tech Investment Limited on February 25, 2013).”
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TPG Group Holdings (SBS) Advisors, Inc.
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By: /s/ Ronald Cami
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Name: Ronald Cami
Title: Vice President
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David Bonderman
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By: /s/ Ronald Cami
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Name: Ronald Cami on behalf of David Bonderman (1)
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James G. Coulter
|
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By: /s/ Ronald Cami
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Name: Ronald Cami on behalf of James G. Coulter (2)
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(1)
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Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Schedule13D filed by Mr. Bonderman on July 26, 2010 (SEC File No. 005-43571).
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(2)
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Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Schedule13D filed by Mr. Coulter on July 26, 2010 (SEC File No. 005-43571).
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1.
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Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011).
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2.
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Proposal Letter dated July 6, 2012, from Michael Xin Hui and TPG Star Charisma Limited to the Board of Directors of ShangPharma Corporation (previously filed with the Original Schedule 13D).
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3.
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Consortium Agreement dated July 6, 2012, by and among Michael Xin Hui, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, and TPG Star Charisma Limited (previously filed with the Original Schedule 13D).
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4.
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Amendment to Consortium Agreement dated December 21, 2012, by and among Michael Xin Hui, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, and TPG Star Charisma Limited (previously filed with the Commission as Exhibit 4 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012).
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5.
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Agreement and Plan of Merger dated December 21, 2012, by and among ShangPharma Holdings Limited, ShangPharma Parent Limited, ShangPharma Merger Sub Limited and ShangPharma Corporation. (previously filed with the Issuer’s Form 6-K on December 26, 2012).
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6.
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Voting Agreement dated December 21, 2012, by and among ShangPharma Corporation, ShangPharma Parent Limited, Joint Benefit Group Limited, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, Han Ming Tech Investment Limited, TPG Star Charisma Limited and TPG Biotech II Charisma Limited (previously filed with the Commission as Exhibit 6 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012).
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7.
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Contribution Agreement dated December 21, 2012, by and among ShangPharma Holdings Limited, ShangPharma Parent Limited, Joint Benefit Group Limited, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, Han Ming Tech Investment Limited, TPG Star Charisma Limited and TPG Biotech II Charisma Limited (previously filed with the Commission as Exhibit 7 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012).
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8.
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Limited Guaranty dated December 21, 2012, from Michael Xin Hui, TPG Star, L.P. and TPG Biotechnology Partners II, L.P. in favor of ShangPharma Corporation (previously filed with the Commission as Exhibit 8 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012).
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9.
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Commitment Letter dated December 21, 2012, from TPG Star, L.P. and TPG Biotechnology Partners II, L.P. to ShangPharma Holdings Limited (previously filed with the Commission as Exhibit 9 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012).
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10.
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Commitment Letter dated December 21, 2012, from Joint Benefit Group Limited (previously filed with the Commission as Exhibit 10 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012).
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11.
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Commitment Letter dated December 21, 2012, from Standard Chartered Bank (Hong Kong) Limited to ShangPharma Parent Limited (previously filed with the Commission as Exhibit 11 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012).
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12.
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Interim Investors Agreement dated December 21, 2012, by and among ShangPharma Holdings Limited, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, TPG Star Charisma Limited and TPG Biotech II Charisma Limited (previously filed with the Commission as Exhibit 12 to Schedule 13D/A filed by Michael Xin Hui, The 2012 Michael Xin Hui Irrevocable Qualified Annuity Trust, The Hui Trust, Hui Family Trust, ChemPartner Investment Holdings Limited, ChemExplorer Investment Holdings Ltd. and Joint Benefit Group Limited on December 26, 2012).
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13.
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Term and Revolving Facilities Agreement dated February 22, 2013, by and between Standard Chartered Bank (Hong Kong) Limited and ShangPharma Parent Limited (previously filed with the Commission as Exhibit (b)-(7) to Schedule 13E-3/A filed by ShangPharma Corporation, ShangPharma Holdings Limited, ShangPharma Parent Limited, ShangPharma Merger Sub Limited, Michael Xin Hui, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited, Joint Benefit Group Limited, TPG Star Charisma Limited, TPG Biotech II Charisma Limited, TPG Star, L.P., TPG Biotechnology Partners II, L.P., Han Ming Tech Investment Limited on February 25, 2013).
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