UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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, 2015
(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 persons 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
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3 | SEC Use Only
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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
4,525,221 Shares (1) | |||||
7 | Sole Dispositive Power
0 Shares | |||||
8 | Shared Dispositive Power
4,525,221 Shares (1) | |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,525,221 Shares (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
11 | Percent of Class Represented by Amount in Row (9)
3.1% (2) | |||||
12 | Type of Reporting Person
PN |
(1) | Represents ownership of Ordinary Shares through American Depositary Shares (ADSs). |
(2) | The percentage is based upon 146,634,596 Ordinary Shares of the Issuer outstanding as of December 31, 2015. |
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
406,163 Shares (1) | ||||
6 | Shared Voting Power
4,525,221 Shares (1) | |||||
7 | Sole Dispositive Power
406,163 Shares (1) | |||||
8 | Shared Dispositive Power
4,525,221 Shares (1) | |||||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,931,384 Shares (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
11 | Percent of Class Represented by Amount in Row (9)
3.4% (2) | |||||
12 | Type of Reporting Person
OO |
(1) | Represents ownership of Ordinary Shares through American Depositary Shares (ADSs). |
(2) | The percentage is based upon 146,634,596 Ordinary Shares of the Issuer outstanding as of December 31, 2015. |
Item 1(a). | Name of Issuer:
Jumei International Holding Limited | |
Item 1(b). | Address of Issuers Principal Executive Offices:
20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road Dongcheng District Beijing, 100007 Peoples 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. |
4,525,221 | 0 | 4,525,221 | 0 | 4,525,221 | 4,525,221 | 3.1 | % | ||||||||||||||||||||
K2 Partners |
406,163 | 406,163 | 4,931,384 | 406,163 | 4,931,384 | 4,931,384 | 3.4 | % |
Item 5. Ownership of Five Percent or Less of a Class.
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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: x
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Item 6. Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable
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Item 8. Identification and Classification of Members of the Group
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Not applicable
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Item 9. Notice of Dissolution of Group
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Not applicable |
Item 10. Certifications
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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 9, 2016
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. |
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99.1 | Agreement pursuant to 13d-1(k)(1) among K2 Partners L.P. and K2 Partners. |
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 9, 2016
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 |