0001193125-15-044405.txt : 20150211 0001193125-15-044405.hdr.sgml : 20150211 20150211172257 ACCESSION NUMBER: 0001193125-15-044405 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150211 DATE AS OF CHANGE: 20150211 GROUP MEMBERS: K2 PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jumei International Holding Ltd CENTRAL INDEX KEY: 0001597680 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88610 FILM NUMBER: 15600582 BUSINESS ADDRESS: STREET 1: 20TH FLOOR, TOWER B, ZHONGHUI PLAZA STREET 2: 11 DONGZHIMEN SOUTH ROAD CITY: DONGCHENG DISTRICT, BEIJING STATE: F4 ZIP: 100007 BUSINESS PHONE: 86 10 5676 6999 MAIL ADDRESS: STREET 1: 20TH FLOOR, TOWER B, ZHONGHUI PLAZA STREET 2: 11 DONGZHIMEN SOUTH ROAD CITY: DONGCHENG DISTRICT, BEIJING STATE: F4 ZIP: 100007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: K2 PARTNERS LP CENTRAL INDEX KEY: 0001633011 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 472 STREET 2: 2ND FLOOR HARBOR PLACE CITY: GRAND CAYMAN STATE: E9 ZIP: KY11106 BUSINESS PHONE: 86.10.8587.9969 MAIL ADDRESS: STREET 1: P.O. BOX 472 STREET 2: 2ND FLOOR HARBOR PLACE CITY: GRAND CAYMAN STATE: E9 ZIP: KY11106 SC 13G 1 d870659dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

JUMEI INTERNATIONAL HOLDING LIMITED

(Name of Issuer)

Ordinary shares, $0.00025 par value per share

(Title of Class of Securities)

G8015L 102

(CUSIP Number)

December 31, 2014

(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 in 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).

 

 

 


 

  1 

Names of Reporting Persons

 

K2 Partners L.P.

  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

 

0 Shares

 6 

Shared Voting Power

 

10,354,952 Shares

 7 

Sole Dispositive Power

 

0 Shares

 8 

Shared Dispositive Power

 

10,354,952 Shares

  9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,354,952 Shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11

Percent of Class Represented by Amount in Row (9)

 

7.1% (1)

12

Type of Reporting Person

 

PN

 

(1) The percentage is based upon 145,195,128 Ordinary Shares of the Issuer outstanding as of December 31, 2014.


 

  1 

Names of Reporting Persons

 

K2 Partners

  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

 

556,808 Shares

 6 

Shared Voting Power

 

10,354,952 Shares

 7 

Sole Dispositive Power

 

556,808 Shares

 8 

Shared Dispositive Power

 

10,354,952 Shares

  9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,911,760 Shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11

Percent of Class Represented by Amount in Row (9)

 

7.5% (1)

12

Type of Reporting Person

 

OO

 

(1) The percentage is based upon 145,195,128 Ordinary Shares of the Issuer outstanding as of December 31, 2014.


Item 1(a).      

 

Name of Issuer:

 

Jumei International Holding Limited

Item 1(b).      

Address of Issuer’s Principal Executive Offices:

 

20th Floor, Tower B, Zhonghui Plaza

11 Dongzhimen South Road

Dongcheng District

Beijing, 100007

The People’s Republic of China

Item 2(a).      

Name of Person Filing:

 

This Schedule 13G is being jointly filed by:

K2 Partners L.P.

K2 Partners

Item 2(b).      

Address of Principal Business Office, or, if none, Residence:

 

P.O. Box 472, 2nd Floor Harbor Place, Grand Cayman KY1-1106, Cayman Islands

Item 2(c).        Citizenship:
K2 Partners L.P.        -        Cayman Islands exempted limited partnership
K2 Partners                -        Cayman Islands limited liability exempted company
Item 2(d).      

Title of Class of Securities:

 

Not Applicable.

Item 2(e).       

CUSIP No.:

 

G8015L 102

Item 3.      Not Applicable.


Item 4. Ownership

 

Ceyuan Entity

  

Shares Held
Directly

    

Sole
Voting
Power

    

Shared
Voting
Power

    

Sole
Dispositive
Power

    

Shared
Dispositive
Power

    

Beneficial
Ownership

    

Percentage
of Class

 

K2 Partners L.P.

     10,354,952         0         10,354,952         0         10,354,952         10,354,952         7.1

K2 Partners

     556,808         556,808         10,354,952         556,808         10,354,952         10,911,760         7.5

 

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 Persons have 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

 

Item 8. Identification and Classification of Members of the Group

Not applicable

 

Item 9. Notice of Dissolution of Group

Not applicable


Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


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 11, 2015

 

K2 Partners L.P.
By:

K2 Partners

Its:

General Partner

By:

/s/ Werkun Krzysztof

Werkun Krzysztof, Director
K2 Partners

By:

/s/ Werkun Krzysztof

Werkun Krzysztof, Director


EXHIBIT INDEX

 

Exhibit
No.

    
99.1    Agreement pursuant to 13d-1(k)(1) among K2 Partners L.P. and K2 Partners.

 

EX-99.1 2 d870659dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

Dated: February 11, 2015

 

K2 Partners L.P.
By: K2 Partners
Its: General Partner
By:

/s/ Werkun Krzysztof

Werkun Krzysztof, Director
K2 Partners
By:

/s/ Werkun Krzysztof

Werkun Krzysztof, Director