0001068238-14-000031.txt : 20140214 0001068238-14-000031.hdr.sgml : 20140214 20140214085823 ACCESSION NUMBER: 0001068238-14-000031 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY X L.P. GROUP MEMBERS: WARBURG PINCUS X L.P. GROUP MEMBERS: WARBURG PINCUS X LLC GROUP MEMBERS: WARBURG PINCUS X PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 58.com Inc. CENTRAL INDEX KEY: 0001525494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87683 FILM NUMBER: 14610797 BUSINESS ADDRESS: STREET 1: Block E, The North American Bus Center STREET 2: Yi 108 Beiyuan road, Chaoyang District CITY: Beijing STATE: F4 ZIP: 100101 BUSINESS PHONE: (86 10) 5796-08888 MAIL ADDRESS: STREET 1: Block E, The North American Bus Center STREET 2: Yi 108 Beiyuan road, Chaoyang District CITY: Beijing STATE: F4 ZIP: 100101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WP X Asia Online Investment Holdings Ltd. CENTRAL INDEX KEY: 0001599626 IRS NUMBER: 980688041 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 sch13g58cominc.htm 58.COM INC. - SCHEDULE 13G sch13g58cominc.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934*
 
 
 
58.com Inc.
(Name of Issuer)
 
Class A Ordinary Shares, par value US$0.00001 per share
(Title of Class of Securities)
 
31680Q104†
(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)


*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 the 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 
 

 
 
 
 

 
CUSIP No. 31680Q104                                 
13G
Page  2              of  16             Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
WP X Asia Online Investment Holdings Limited (“WP X Asia”)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(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
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
CO
 
 
† This CUSIP number applies to the Issuer’s American Depositary Shares (“ADS”)
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
Page 2 of 16
 
 
CUSIP No. 31680Q104                                 
13G
Page 3              of  16             Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus Private Equity X, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
PN
 
 
* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
 
Page 3 of 16
 

 
CUSIP No. 31680Q104                                 
13G
Page 4             of  16             Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus X Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
PN
 

* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
 
 
Page 4 of 16
 

 
CUSIP No. 31680Q104                                 
13G
Page 5             of  16             Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus X, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
PN
 

* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
 
Page 5 of 16
 

 
CUSIP No. 31680Q104                                 
13G
Page 6           of 16             Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus X LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
OO
 

* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
 
Page 6 of 16
 
 
CUSIP No. 31680Q104                                 
13G
Page 7             of 16              Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus Partners LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
OO
 

* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
 
Page 7 of 16
 

 
CUSIP No. 31680Q104                                 
13G
Page 8             of 16              Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus & Co.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
PN
 

* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
 
Page 8 of 16
 
 
CUSIP No. 31680Q104                                 
13G
Page 9             of 16              Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warburg Pincus LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
OO
 

* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
 
Page 9 of 16
 
 
CUSIP No. 31680Q104                                 
13G
Page 10            of 16              Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Charles R. Kaye
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
IN
 

* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
 
Page 10 of 16
 
 
CUSIP No. 31680Q104                                 
13G
Page 11            of 16              Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Joseph P. Landy
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
34,019,403*
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
34,019,403*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
34,019,403*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
55.7%*
12
TYPE OF REPORTING PERSON*
 
IN
 

* Such amount consists of Class B Ordinary Shares held directly by WP X Asia. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. If converted into Class A Ordinary Shares, such amount would be convertible into 17,009,701 ADS of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated based upon 27,064,706 Class A Ordinary Shares outstanding as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission on October 31, 2013, plus the number of Class B Ordinary Shares held by WP X Asia, which are treated as converted into Class A Ordinary Shares only for the purpose of computing the percentage ownership of the Reporting Person.  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer's outstanding Class A and B Ordinary Shares, such percentage would be 21.4%.
 
 
 
 
 
Page 11 of 16
 
 
 
Item 1(a) Name of Issuer:
   
  The name of the Issuer is 58.com Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”).
   
Item 1(b) Address of Issuer’s Principal Executive Offices:
   
  The Company’s principal executive office is located at Block E, The North American International Business Center, Yi 108 Beiyuan Road, Chaoyang District, Beijing 100101, People's Republic of China.
   
Items 2(a) Name of Person Filing:
   
  This Schedule 13G is being filed by (i) WP X Asia Online Investment Holdings Limited, a British Virgin Islands company (“WP X Asia”), a wholly owned subsidiary of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”) and Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X” and together with WP X, the “WP X Funds”), (ii) WP X, (iii) WPP X, (iv) Warburg Pincus X, L.P., a Delaware limited partnership and the sole general partner of each of the Funds (“WP X LP”), (v) Warburg Pincus X LLC, a Delaware limited liability company (“WP X LLC”) and the sole general partner of WP X LP, (vi) Warburg Pincus Partners LLC, a New York limited liability company (“WPP LLC”), and the sole member of WP X LLC, (vii) Warburg Pincus & Co., a New York general partnership (“WP”), and the managing member of WPP LLC; (viii) Warburg Pincus LLC, a New York limited liability company (“WP LLC”) that manages each of the WP X Funds; and (ix) Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC.  Each of WP X Asia, WP X,WPP X, WP X LP, WP X LLC, WPP LLC, WP LLC,WP and Messrs. Kaye and Landy, collectively being referred to herein as the “Warburg Pincus Reporting Persons”).
   
  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person or any of its affiliates is the beneficial owner of any Ordinary Shares or ADS for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or for any other purpose.  
   
Item 2(b) Address of Principal Business Office:
   
  The address of the principal business office of the Warburg Pincus Reporting Persons is c/o Warburg Pincus & Co., 450 Lexington Avenue, New York, New York 10017.
   
Item 2(c) Citizenship:
   
  WP X Asia is a British Virgin Islands company, WP X is a Delaware limited partnership, WPP X is a Delaware limited partnership, WP X LP is a Delaware limited partnership, WP X LLC is a Delaware limited liability company, WPP LLC is a New York limited liability company, WP is a New York general partnership and WP LLC is a New York limited liability company.  Mr. Kaye and Mr. Landy are each United States citizens.
   
Item 2(d) Title of Class of Securities:
   
  Class A Ordinary Shares, par value US$0.00001 per share (“Ordinary Shares”).
 
 
 
 
 
Page 12 of 16
 
 
 
Item 2(e) CUSIP Number:
   
  31680Q104
   
Item 3 Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
   
  Not Applicable.
   
Item 4 Ownership:
   
  The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each of the Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.
   
  WP X Asia is the direct record owner of 34,019,403 Class B Ordinary Shares convertible into 34,019,403 Class A Ordinary Shares. If all such Class B Ordinary Shares are converted into Class A Ordinary Shares, such shares would then be convertible into 17,009,701 American Depositary Shares (“ADS”) of the Issuer (rounded down to the nearest whole ADS). Each ADS represents two (2) Class A Ordinary Shares of the Issuer.
   
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:
   
  Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Class A Ordinary Shares.
   
Item 7  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
  Not Applicable.
   
Item 8 Identification and Classification of Members of the Group:
   
 
The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act.  The joint filing agreement among the Warburg Pincus Reporting Persons to file jointly is attached hereto as Exhibit 99.1.
   
Item 9  Notice of Dissolution of Group:
   
  Not Applicable.
   
Item 10 Certification:
   
  Not Applicable.
 
 
 
 
 
Page 13 of 16
 
 
 
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 14, 2014

 
WP X ASIA ONLINE INVESTMENT HOLDINGS LIMITED
 
 
 
By:
   /s/ Timothy J. Curt
   
Name:  Timothy J. Curt
   
Title:  Director
 
 
 
WARBURG PINCUS PRIVATE EQUITY X, L.P.
 
  By:
Warburg Pincus X, L.P., its general partner
  By:
Warburg Pincus X LLC, its general partner
  By:
Warburg Pincus Partners LLC, its sole member
  By:
Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS X PARTNERS, L.P.
   
  By:
Warburg Pincus X, L.P., its general partner
  By:
Warburg Pincus X LLC, its general partner
  By:
Warburg Pincus Partners LLC, its sole member
  By:
Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS X, L.P.
   
  By:
Warburg Pincus X LLC, its general partner
  By:
Warburg Pincus Partners LLC, its sole member
  By:
Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
Page 14 of 16
 
 
 
WARBURG PINCUS X LLC
   
  By:
Warburg Pincus Partners LLC, its sole member
  By:
Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS PARTNERS LLC
   
 
By: Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS & CO.
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS LLC
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Managing Director
 
 
 
 
CHARLES R. KAYE
     
     
 
By:
   /s/ Robert B. Knauss
   
Robert B. Knauss, Attorney-in-fact*
 
 
 
 
JOSEPH P. LANDY
     
     
 
By:
   /s/ Robert B. Knauss
   
Robert B. Knauss, Attorney-in-fact*
 
*
The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.
 
 
 
 
Page 15 of 16
 
 
 
EXHIBIT INDEX
-------------

Exhibit 99.1:  Joint Filing Agreement, dated February 14, 2014, by and among the Warburg Pincus Reporting Persons.
 
 
 
 
 
 
Page 16 of 16
 EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) exhibit99-1.htm

Exhibit 99.1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
---------------------------------

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.  This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated:  February 14, 2014
 

[Signature Pages Follow]
 
 

 
 
 
 

Dated:  February 14, 2014
 
WP X ASIA ONLINE INVESTMENT HOLDINGS LIMITED
 
 
 
By:
   /s/ Timothy J. Curt
   
Name:  Timothy J. Curt
   
Title:  Director
 
 
 
WARBURG PINCUS PRIVATE EQUITY X, L.P.
 
  By:
Warburg Pincus X, L.P., its general partner
  By:
Warburg Pincus X LLC, its general partner
  By:
Warburg Pincus Partners LLC, its sole member
  By:
Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS X PARTNERS, L.P.
   
  By:
Warburg Pincus X, L.P., its general partner
  By:
Warburg Pincus X LLC, its general partner
  By:
Warburg Pincus Partners LLC, its sole member
  By:
Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS X, L.P.
   
  By:
Warburg Pincus X LLC, its general partner
  By:
Warburg Pincus Partners LLC, its sole member
  By:
Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
 
 
 
 
WARBURG PINCUS X LLC
   
  By:
Warburg Pincus Partners LLC, its sole member
  By:
Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS PARTNERS LLC
   
 
By: Warburg Pincus & Co., its managing member
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS & CO.
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Partner
 
 
 
 
WARBURG PINCUS LLC
     
     
 
By:
   /s/ Robert B. Knauss
   
Name:  Robert B. Knauss
   
Title:  Managing Director
 
 
 
 
CHARLES R. KAYE
     
     
 
By:
   /s/ Robert B. Knauss
   
Robert B. Knauss, Attorney-in-fact*
 
 
 
 
JOSEPH P. LANDY
     
     
 
By:
   /s/ Robert B. Knauss
   
Robert B. Knauss, Attorney-in-fact*
 
*
The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.