0001144204-12-006565.txt : 20120208 0001144204-12-006565.hdr.sgml : 20120208 20120208133551 ACCESSION NUMBER: 0001144204-12-006565 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120208 DATE AS OF CHANGE: 20120208 GROUP MEMBERS: DCM AFFILIATES FUND IV, L.P. GROUP MEMBERS: DCM INTERNATIONAL IV, LTD. GROUP MEMBERS: DCM INVESTMENT MANAGEMENT IV, L.P. GROUP MEMBERS: K. DAVID CHAO GROUP MEMBERS: PETER W. MORAN GROUP MEMBERS: THOMAS BLAISDELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BITAUTO HOLDINGS LTD CENTRAL INDEX KEY: 0001499781 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85981 FILM NUMBER: 12580930 BUSINESS ADDRESS: STREET 1: NEW CENTURY HOTEL OFFICE TOWER 6/F STREET 2: NO 6 SOUTH CAPITAL STADIUM ROAD BEIJING CITY: PEOPLE'S REPUBLIC OF CHINA STATE: F4 ZIP: 100044 BUSINESS PHONE: 86 10 6849-2345 MAIL ADDRESS: STREET 1: NEW CENTURY HOTEL OFFICE TOWER 6/F STREET 2: NO 6 SOUTH CAPITAL STADIUM ROAD BEIJING CITY: PEOPLE'S REPUBLIC OF CHINA STATE: F4 ZIP: 100044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DCM IV L P CENTRAL INDEX KEY: 0001292877 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2420 SAND HILL RD STREET 2: SUITE 200 CITY: MENIO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-1400 MAIL ADDRESS: STREET 1: 2420 SAND HILL RD STREET 2: SUITE 200 CITY: MENIO PARK STATE: CA ZIP: 94025 SC 13G/A 1 v301151_13ga.htm OWNERSHIP REPORT

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

Bitauto Holdings Limited

(Name of Issuer)

American Depositary Shares (ADS)

(Title of Class of Securities)

091727107

(CUSIP Number)

December 31, 2011

(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.

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).

(Continued on following pages)

Page 1 of 15 Pages

Exhibit Index Contained on Page 14

 
 

 

CUSIP NO. 091727107 13 G Page 2 of 15

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                DCM IV, L.P. (“DCM IV”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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
7,037,793 shares, except that DCM Investment Management IV, L.P. (“GP IV”), the general partner of DCM IV, and DCM International IV, Ltd. (“UGP IV”), the general partner of GP IV, may be deemed to have sole power to vote these shares, and K. David Chao (“Chao”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”), the directors of UGP IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
7,037,793 shares, except that GP IV, the general partner of DCM IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   7,037,793
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                             16.9%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                             PN
       
 
 

 

CUSIP NO. 091727107 13 G Page 3 of 15

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                DCM Affiliates Fund IV, L.P. (“Aff IV”)
               
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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
178,977 shares, except that GP IV, the general partner of Aff IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
178,977 shares, except that GP IV, the general partner of Aff IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   178,977
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                             0.4%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                             PN
       

 

 
 

CUSIP NO. 091727107 13 G Page 4 of 15

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                DCM Investment Management IV, L.P. (“GP IV”)
               
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  GP IV, the general partner of DCM IV and Aff IV, may be deemed to have sole power to vote these shares, except that UGP IV, the general partner of GP IV, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  GP IV, the general partner of DCM IV and Aff IV, may be deemed to have sole power to dispose of these shares, except that UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   7,216,770
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                             17.3%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                             PN
       
 
 

 

CUSIP NO. 091727107 13 G Page 5 of 15

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                DCM International IV, Ltd. (“UGP IV”)
               
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  UGP IV is the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole voting power with respect to such shares, except GP IV, the general partner of each of DCM IV and Aff IV, may be deemed to have sole power to vote these shares, and Chao, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  UGP IV is the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole power to dispose of such shares, except GP IV, the general partner of each of DCM IV and Aff IV, may be deemed to have sole power to dispose of these shares, and Chao, Moran and Blaisdell, the directors of UGP IV, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   7,216,770
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                             17.3%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                             OO
       
 
 

 

CUSIP NO. 091727107 13 G Page 6 of 15

 


1

NAME OF REPORTING PERSON

K. David Chao (“Chao”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Japanese Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  Chao is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  Chao is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   7,216,770
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                             17.3%
12 TYPE OF REPORTING PERSON*
                                                                                                                                                             IN

 

 
 

 

 

CUSIP NO. 091727107 13 G Page 7 of 15

 

1

NAME OF REPORTING PERSON

Peter W. Moran (“Moran”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  Moran is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  Moran is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   7,216,770
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                             17.3%
12 TYPE OF REPORTING PERSON*                                                                                               IN

 

 
 

 

 

CUSIP NO. 091727107 13 G Page 8 of 15

 

1

NAME OF REPORTING PERSON

Thomas Blaisdell (“Blaisdell”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  Blaisdell is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
7,216,770 shares, of which 7,037,793 are directly owned by DCM IV and 178,977 are directly owned by Aff IV.  Blaisdell is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                   7,216,770
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                                                                                                                             17.3%
12 TYPE OF REPORTING PERSON*                                                                                               IN

 

 
 

 

CUSIP NO. 091727107 13 G Page 9 of 15

This Amendment No. 1 amends and restates in its entirety the Schedule 13G previously filed by DCM IV, L.P. (“DCM IV”), DCM Affiliates Fund IV, L.P. (“Aff IV”), DCM Investment Management IV, L.P. (“GP IV”), and DCM International IV, Ltd. (“UGP IV”), and K. David Chao (“Chao”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”) (together with all prior and current amendments thereto, this “Schedule 13G”).

ITEM 1(A).NAME OF ISSUER


Bitauto Holdings Limited
ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

New Century Hotel Office Tower, 6/F
No. 6 South Capital Stadium Road

Beijing F4 100044

People’s Republic of China

 

ITEM 2(A).NAME OF PERSONS FILING


This Schedule 13G is filed by DCM IV, L.P., a Cayman Islands exempted limited partnership (“DCM IV”), DCM Affiliates Fund IV, L.P., a Cayman Islands exempted limited partnership (“Aff IV”), DCM Investment Management IV, L.P., a Cayman Islands exempted limited partnership (“GP IV”), and DCM International IV, Ltd., a Cayman Islands limited company (“UGP IV”), and K. David Chao (“Chao”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
GP IV, the general partner of DCM IV, and Aff IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV. UGP IV, the general partner of GP IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV. Chao, Moran and Blaisdell are directors of UGP IV and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by DCM IV and Aff IV.
ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

   The address for each of the Reporting Persons is:

DCM
2420 Sand Hill Road
Suite 200
Menlo Park, California 94025

 

ITEM 2(C)CITIZENSHIP

DCM IV, Aff IV and GP IV are Cayman Islands exempted limited partnerships. UGP IV is a Cayman Islands limited company. Moran and Blaisdell are United States citizens. Chao is a Japanese citizen.
ITEM 2(D) AND (E)TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER


American Depositary Shares (ADS)

 

Each ADS represents an ownership interest in one ordinary share. The Reporting Persons currently hold ordinary shares, which may be deposited with the depositary for ADSs.

 

CUSIP # 091727107

 

 
 

 

CUSIP NO. 091727107 13 G Page 10 of 15

 

ITEM 3.Not Applicable
ITEM 4.OWNERSHIP


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)           Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)           Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)                 Number of shares as to which such person has:

(i)            Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)           Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)          Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)          Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

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.

Under certain circumstances, set forth in the limited partnership agreements of DCM IV, Aff IV, and GP IV, and the memorandum and articles of association of UGP IV, the general and limited partners or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner, or director.
ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY


Not applicable.
 
 

CUSIP NO. 091727107 13 G Page 11 of 15

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.
ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

Not applicable
ITEM 10.CERTIFICATION.

Not applicable
 
 

 

CUSIP NO. 091727107 13 G Page 12 of 15

 

SIGNATURES

 

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: February 8, 2012

 

  DCM IV, L.P.   
     
  By: DCM INVESTMENT MANAGEMENT IV, L.P.  
  Its General Partner  
     
  By: DCM INTERNATIONAL IV, LTD.
  Its General Partner  
 

 
  By:  /s/ Matthew Bonner  
   

Matthew Bonner

Assistant Secretary

  

 

  DCM AFFILIATES FUND IV, L.P.  
     
  By: DCM INVESTMENT MANAGEMENT IV, L.P.  
  Its General Partner  
     
  By: DCM INTERNATIONAL IV, LTD.
  Its General Partner  
 

 
  By:  /s/ Matthew Bonner  
   

Matthew Bonner

Assistant Secretary

  

 

 

 
 

 

CUSIP NO. 091727107 13 G Page 13 of 15

 

  

  DCM INVESTMENT MANAGEMENT IV, L.P.  
     
  By: DCM INTERNATIONAL IV, LTD.
  Its General Partner  
 

 
  By:  /s/ Matthew Bonner  
   

Matthew Bonner

Assistant Secretary

  

  DCM INTERNATIONAL IV, LTD.  
     
  By:  /s/ Matthew Bonner  
   

Matthew Bonner

Assistant Secretary

  

  K. David Chao  
     
  /s/ K. David Chao  

Peter W. Moran  
     
  /s/ Peter W. Moran  

  Thomas Blaisdell  
 

 
  /s/ Thomas Blaisdell  

 
 

 

CUSIP NO. 091727107 13 G Page 14 of 15

EXHIBIT INDEX

  Found on Sequentially
Exhibit Numbered Page
Exhibit A:  Agreement of Joint Filing 15

 

 
 

CUSIP NO. 091727107 13 G Page 15 of 15

exhibit A

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the American Depositary Shares of Bitauto Holdings Limited shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.