0001104659-16-090939.txt : 20160122 0001104659-16-090939.hdr.sgml : 20160122 20160122120620 ACCESSION NUMBER: 0001104659-16-090939 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160122 DATE AS OF CHANGE: 20160122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: eHi Car Services Ltd CENTRAL INDEX KEY: 0001517492 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88413 FILM NUMBER: 161355517 BUSINESS ADDRESS: STREET 1: UNIT 12/F, BUILDING NO.5 GUOSHENG CENTER STREET 2: 388 DADUHE ROAD CITY: Shanghai STATE: F4 ZIP: 200062 BUSINESS PHONE: (8621)-64687000 MAIL ADDRESS: STREET 1: UNIT 12/F, BUILDING NO.5 GUOSHENG CENTER STREET 2: 388 DADUHE ROAD CITY: Shanghai STATE: F4 ZIP: 200062 FORMER COMPANY: FORMER CONFORMED NAME: eHi Auto Services Ltd DATE OF NAME CHANGE: 20110406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zhang Ray Ruiping CENTRAL INDEX KEY: 0001633561 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 388 DA DU HE ROAD, BUILDING #5 STREET 2: 12TH FLOOR CITY: SHANGHAI STATE: F4 ZIP: 200062 SC 13G/A 1 a16-2709_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

eHi Car Services Limited

(Name of Issuer)

Class A Common Shares**

Class B Common Shares**

American Depositary Shares

(Title of Class of Securities)

26853A 100

(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:

o

Rule 13d-1(b)

o

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.

 

**Not for trading, but only in connection with the registration of American Depositary Shares each representing two Class A common shares. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes and is convertible into one Class A common share at any time. Class A common shares are not convertible into Class B common shares under any circumstances.

 

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).

 



 

   1

Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

Ray Ruiping Zhang

   2

Check the Appropriate Box if a Member of a Group

 

(a) o

(b) o

 

 

 

   3

SEC Use Only

 

   4

Citizenship or Place of Organization

the United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

  5

Sole Voting Power

8,815,432 (1)(2)

  6

Shared Voting Power

0

  7

Sole Dispositive Power

8,815,432 (1)(2)

  8

Shared Dispositive Power

0

   9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,815,432 (1)(2)

   10

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

 

   11

Percent of Class Represented by Amount in Row (9)

11.6% (3)

   12

Type of Reporting Person

IN

 


(1)    Represents 6,019,570 Class B common shares held by Mr. Ray Ruiping Zhang (including 150,000 issued but not fully vested restricted shares pursuant to the 2010 Performance Incentive Plan of the Issuer) and 2,795,862 Class B common shares issuable upon the exercise of 2,795,862 options within 60 days from the date hereof.

(2)    Class A common shares and Class B common shares are not listed for trading. Holders of Class A common shares and Class B common shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A common share will be entitled to one vote, and each Class B common share will be entitled to ten votes. Certain matters including those related to the change of control of the Issuer require an additional approval by the holders of a majority of Class A common shares voting as a separate class. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances. Class B common shares will be automatically converted into the same number of Class A common shares under certain circumstances, including any transfer of Class B common shares by a holder thereof to any person or entity which is not an affiliate of such holder.

(3)    The percentage is based on 73,009,788 Class B common shares outstanding as of December 31, 2015 based on information provided by the Issuer and 2,795,862 Class B common shares issuable upon the exercise of 2,795,862 options within 60 days from the date hereof.

 

2



 

Item 1

(a)

Name of Issuer:
eHi Car Services Limited

Item 1

(b)

Address of Issuer’s Principal Executive Offices:
Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, the People’s Republic of China

 

Item 2

(a)

Name of Person Filing:
Ray Ruiping Zhang

Item 2

(b)

Address of Principal Business Office or, if none, Residence; Citizenship:
Ray Ruiping Zhang

c/o eHi Car Services Limited

Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road

Shanghai, 200062

the People’s Republic of China

Item 2

(c)

Citizenship:
United States

Item 2

(d)

Title of Class of Securities:
Class A common shares, par value US$0.001

Class B common shares, par value US$0.001

American Depositary Shares

Item 2

(e)

CUSIP Number:
26853A 100

 

Item 3.

Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

 

Not applicable.

 

3



 

Item 4.

Ownership

 

(a)   Amount Beneficially Owned:

 

Reporting person

 

Amount
beneficially
owned:

 

Percent
of class:

 

Sole power
to vote or
direct
the vote:

 

Shared
power to
vote or to
direct
the vote:

 

Sole power to
dispose or  to
direct the
disposition of

 

Shared power
to dispose or
to
direct the
disposition of:

Ray Ruiping Zhang

 

8,815,432
Class  B common
shares

 

11.6%

 

8,815,432
Class B common
shares

 

0

 

8,815,432
Class B common
shares

 

0

 

 

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

Not applicable.

 

Item 7.

Identification and Classification of 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

Not applicable.

 

4



 

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: January 22, 2016

 

 

Ray Ruiping Zhang

 

 

 

 

 

/s/ Ray Ruiping Zhang

 

5