0001193125-14-049452.txt : 20140213 0001193125-14-049452.hdr.sgml : 20140213 20140213061800 ACCESSION NUMBER: 0001193125-14-049452 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 GROUP MEMBERS: MAXPRO HOLDINGS LTD GROUP MEMBERS: NAN PENG SHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mecox Lane Ltd CENTRAL INDEX KEY: 0001501775 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85977 FILM NUMBER: 14602879 BUSINESS ADDRESS: STREET 1: 22ND FLOOR, GEMS TOWER STREET 2: BUILDING 20, NO. 487, TIANLIN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 BUSINESS PHONE: (86-21) 6495 0500 MAIL ADDRESS: STREET 1: 22ND FLOOR, GEMS TOWER STREET 2: BUILDING 20, NO. 487, TIANLIN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ever Keen Holdings Ltd CENTRAL INDEX KEY: 0001511220 IRS NUMBER: 980567384 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 854-3927 MAIL ADDRESS: STREET 1: SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 d677604dsc13ga.htm SC 13G/A SC 13G/A

 

 

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. 3)

 

 

Mecox Lane Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

58403M102

(CUSIP Number)

December 31, 2013

(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)

 

 

 

(Continued on following pages)

 

CUSIP NO. 58403M102   13 G   Page 2 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

EVER KEEN HOLDINGS LIMITED

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-0567384

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

BRITISH VIRGIN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

49,347,256

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

49,347,256

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,347,256

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.6%

12  

TYPE OF REPORTING PERSON

 

CO

 

CUSIP NO. 58403M102   13 G   Page 3 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

MAXPRO HOLDINGS LIMITED

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-0565800

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

BRITISH VIRGIN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

75,473,344

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

75,473,344

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

75,473,344

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

17.7%

12  

TYPE OF REPORTING PERSON

 

CO

 

CUSIP NO. 58403M102   13 G   Page 4 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

 

NAN PENG SHEN

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

HONG KONG SAR

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

275,000

   6   

SHARED VOTING POWER

 

124,820,600 shares of which 49,347,256 shares are directly held by Ever Keen Holdings Limited and 75,473,344 shares are directly held by Maxpro Holdings Limited. Mr. Shen is the sole director of each of Ever Keen Holdings Limited and Maxpro Holdings Limited. Mr. Shen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

   7   

SOLE DISPOSITIVE POWER

 

275,000

   8   

SHARED DISPOSITIVE POWER

 

124,820,600 shares of which 49,347,256 shares are directly held by Ever Keen Holdings Limited and 75,473,344 shares are directly held by Maxpro Holdings Limited. Mr. Shen is the sole director of each of Ever Keen Holdings Limited and Maxpro Holdings Limited. Mr. Shen disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

125,095,600

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

29.3%

12  

TYPE OF REPORTING PERSON

 

IN

CUSIP NO. 58403M102   13 G   Page 5 of 9 Pages

 

ITEM 1.

 

  (a) Name of Issuer:         Mecox Lane Limited

 

  (b) Address of Issuer’s Principal Executive Offices:

22nd Floor, Gems Tower, Building 20

No. 487, Tianlin Road

Shanghai 200233

People’s Republic of China

ITEM 2.

 

  (a) Name of Persons Filing:

The names of the persons filing are Ever Keen Holdings Limited, Maxpro Holdings Limited and Nan Peng Shen. Each of the parties listed in the immediately preceding sentence is referred to individually as a “Reporting Person” and collectively as the “Reporting Persons.”

Ever Keen Holdings Limited beneficially owns 49,347,256 shares of the Issuer’s ordinary shares. Nan Peng Shen is the sole director of Ever Keen Holdings Limited. Sequoia Capital Growth Fund III, AIV, L.P., Sequoia Capital Growth Partners III, L.P., and Sequoia Capital Growth III Principals Fund (collectively, the “Sequoia U.S. Funds”) collectively own 100% of the shares of Ever Keen Holdings Limited. The general partner of each of Sequoia Capital Growth Fund III, AIV, L.P. and Sequoia Capital Growth Partners III, L.P. is SCGF III Management, LLC. The managing member of Sequoia Capital Growth III Principals Fund is SCGF III Management, LLC. Each of the persons and entities referred to above expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934.

Maxpro Holdings Limited beneficially owns 75,473,344 shares of the Issuer’s ordinary shares. Nan Peng Shen is the sole director of Maxpro Holdings Limited. Sequoia Capital China Growth Fund I, L.P., Sequoia Capital China Growth Partners Fund I, L.P., and Sequoia Capital China GF Principals Fund I, L.P. (collectively, the “Sequoia China Funds”), collectively own 100% of the shares of Maxpro Holdings Limited. The general partner of each of the Sequoia China Funds is Sequoia Capital China Growth Fund Management I, L.P., whose general partner is SC China Holding Limited. SC China Holding Limited is wholly owned by SNP China Enterprises Limited, a company wholly owned by Nan Peng Shen. Each of the persons and entities referred to above expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934.

 

  (b) Address of Principal Business Office or, if none, Residence:

The business address for each of Maxpro Holdings Limited and Nan Peng Shen is Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong, PRC.

CUSIP NO. 58403M102   13 G   Page 6 of 9 Pages

 

The business address for Ever Keen Holdings Limited is 3000 Sand Hill Road, 4-250, Menlo Park, CA 94025.

 

  (c) Citizenship:

Ever Keen Holdings Limited: British Virgin Islands

Maxpro Holdings Limited: British Virgin Islands

Nan Peng Shen: Hong Kong SAR

 

  (d) Title of Class of Securities: Ordinary Shares

 

  (e) CUSIP Number:                  58403M102

 

  ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

  ITEM 4. Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES

 

  ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ¨

 

  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 CONTROL PERSON

NOT APPLICABLE

CUSIP NO. 58403M102   13 G   Page 7 of 9 Pages

 

  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. 58403M102   13 G   Page 8 of 9 Pages

 

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: February 13, 2014

Ever Keen Holdings Limited

 

 

By:

   /s/ Nan Peng Shen
 

Nan Peng Shen, Director

Maxpro Holdings Limited

 

 

By:

  

/s/ Nan Peng Shen

 

Nan Peng Shen, Director

 

/s/ Nan Peng Shen

Nan Peng Shen

CUSIP NO. 58403M102   13 G   Page 9 of 9 Pages

 

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the ordinary shares of Mecox Lane Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 13, 2014

Ever Keen Holdings Limited

 

 

By:

  

/s/ Nan Peng Shen

 

Nan Peng Shen, Director

Maxpro Holdings Limited

 

 

By:

  

/s/ Nan Peng Shen

 

Nan Peng Shen, Director

 

/s/ Nan Peng Shen

Nan Peng Shen