0001144204-16-079208.txt : 20160205 0001144204-16-079208.hdr.sgml : 20160205 20160205125053 ACCESSION NUMBER: 0001144204-16-079208 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160205 DATE AS OF CHANGE: 20160205 GROUP MEMBERS: BRV PARTNERS IV, L.P. GROUP MEMBERS: BRV PARTNERS IV, LTD. GROUP MEMBERS: JOHN MALLOY GROUP MEMBERS: JONATHAN EBINGER 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87683 FILM NUMBER: 161391273 BUSINESS ADDRESS: STREET 1: BUILDING 105, 10 JIUXIANQIAO NORTH RD STREET 2: JIA, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 BUSINESS PHONE: (86 10) 5796-08888 MAIL ADDRESS: STREET 1: BUILDING 105, 10 JIUXIANQIAO NORTH RD STREET 2: JIA, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BlueRun Ventures IV, L.P. CENTRAL INDEX KEY: 0001651014 IRS NUMBER: 980582135 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 545 MIDDLEFIELD ROAD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 462-5682 MAIL ADDRESS: STREET 1: 545 MIDDLEFIELD ROAD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 v430588_sc13ga.htm 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. 1)*

 

58.COM INC.
(Name of Issuer)
 
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
 
31680Q104**
(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 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.

 

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).

 

**This CUSIP number applies to the issuer’s American Depositary Shares, each representing two Class A Ordinary Shares, par value $0.00001 per share. No CUSIP number has been assigned to the Class A Ordinary Shares.

 

(Continued on following pages)

 

Page 1 of 12 Pages

Exhibit Index Contained on Page 11

 

 

 

 

CUSIP NO.  31680Q104 13 G Page 2 of 12

  

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BlueRun Ventures IV, L.P. (“BlueRun IV”)

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
11,126,264 shares, except that BRV Partners IV, L.P. (“BRV Partners IV”), the general partner of BlueRun IV, may be deemed to have sole power to vote these shares, BRV Partners IV, Ltd. (“BRV Partners IV GP”), the general partner of BRV Partners IV, may be deemed to have sole power to vote these shares, and John Malloy (“Malloy”) and Jonathan Ebinger (“Ebinger”), the directors of BRV Partners IV GP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
11,126,264 shares, except that BRV Partners IV, the general partner of BlueRun IV, may be deemed to have sole power to dispose of these shares, BRV Partners IV GP, the general partner of BRV Partners IV, may be deemed to have sole power to dispose of these shares, and Malloy and Ebinger, the directors of BRV Partners IV GP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 11,126,264
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                         ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                                         5.1%
12 TYPE OF REPORTING PERSON*                                                                                              PN

 

 

 

 

CUSIP NO.  31680Q104 13 G Page 3 of 12

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BRV Partners IV, L.P. (“BRV Partners IV”)

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
11,126,264 shares, owned directly by BlueRun IV.  BRV Partners IV, the general partner of BlueRun IV, may be deemed to have sole power to vote these shares, BRV Partners IV GP, the general partner of BRV Partners IV, may be deemed to have sole power to vote these shares, and Malloy and Ebinger, the directors of BRV Partners IV GP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
11,126,264 shares, owned directly by BlueRun IV.  BRV Partners IV, the general partner of BlueRun IV, may be deemed to have sole power to dispose of these shares, BRV Partners IV GP, the general partner of BRV Partners IV, may be deemed to have sole power to dispose of these shares, and Malloy and Ebinger, the directors of BRV Partners IV GP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 11,126,264
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                         ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                                         5.1%
12 TYPE OF REPORTING PERSON*                                                                                             PN

 

 

 

 

CUSIP NO.  31680Q104 13 G Page 4 of 12

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BRV Partners IV, Ltd. (“BRV Partners IV GP”)

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
11,126,264 shares, owned directly by BlueRun IV.  BRV Partners IV GP, the general partner of BRV Partners IV, the general partner of BlueRun IV, may be deemed to have sole power to vote these shares, and Malloy and Ebinger, the directors of BRV Partners IV GP, may be deemed to have shared power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
11,126,264 shares, owned directly by BlueRun IV.  BRV Partners IV GP, the general partner of BRV Partners IV, the general partner of BlueRun IV, may be deemed to have sole power to dispose of these shares, and Malloy and Ebinger, the directors of BRV Partners IV GP, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 11,126,264
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                         ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                                        5.1%
12 TYPE OF REPORTING PERSON*                                                                                             OO

 

 

 

 

CUSIP NO.  31680Q104 13 G Page 5 of 12

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

John Malloy (“Malloy”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                            (a)        ¨        (b)        x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
11,126,264 shares, owned directly by BlueRun IV.  Malloy is a director of BRV Partners IV GP, the general partner of BRV Partners IV, the general partner of BlueRun IV, and may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
11,126,264 shares, owned directly by BlueRun IV.  Malloy is a director of BRV Partners IV GP, the general partner of BRV Partners IV, the general partner of BlueRun IV, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 11,126,264
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                         ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                                         5.1%
12 TYPE OF REPORTING PERSON*                                                                                             IN

 

 

 

  

CUSIP NO.  31680Q104 13 G Page 6 of 12

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jonathan Ebinger (“Ebinger”)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                                                            (a)        ¨        (b)        x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
11,126,264 shares, owned directly by BlueRun IV.  Ebinger is a director of BRV Partners IV GP, the general partner of BRV Partners IV, the general partner of BlueRun IV, and may be deemed to have shared power to vote these shares.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
11,126,264 shares, owned directly by BlueRun IV.  Ebinger is a director of BRV Partners IV GP, the general partner of BRV Partners IV, the general partner of BlueRun IV, and may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                                 11,126,264
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*                                                                                                         ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                                         5.1%
12 TYPE OF REPORTING PERSON*                                                                                             IN

 

 

 

 

CUSIP NO.  31680Q104 13 G Page 7 of 12

 

This Amendment No. 1 amends and restates in its entirety the Schedule 13G previously filed by BlueRun Ventures IV, L.P., a Cayman Islands exempted limited partnership (“BlueRun IV”), BRV Partners IV, L.P., a Cayman Islands exempted limited partnership (“BRV Partners IV”), BRV Partners IV, Ltd., a Cayman Islands exempted company (“BRV Partners IV GP”), and John Malloy (“Malloy”) and Jonathan Ebinger (“Ebinger”) (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A). NAME OF ISSUER
   
  58.COM INC.
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  Block E, The North American International Business Center
  Yi 108 Beiyuan Road, Chaoyang District,
  Beijing 100101
  People’s Republic of China
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Schedule 13G is filed by BlueRun IV, BRV Partners IV, BRV Partners IV GP, and Malloy and Ebinger.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
  BRV Partners IV is the general partner of BlueRun IV, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BlueRun IV.  BRV Partners IV GP is the general partner of BRV Partners IV, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BlueRun IV.  Malloy and Ebinger are directors of BRV Partners IV GP, and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BlueRun IV.
   
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
   
  The address for each of the Reporting Persons is:
   
  BlueRun Ventures IV, L.P.
  BRV Partners IV, L.P.
  BRV Partners IV, Ltd.
  c/o Campbells Corporate Services Limited
  Floor 4, Willow House, Cricket Square
  Grant Cayman, Cayman Islands E9 KY1-1104
   
  John Malloy
  Jonathan Ebinger
  c/o BRV Management Co., L.L.C.
  545 Middlefield Road
  Suite 250
  Menlo Park, CA 94025
   
ITEM 2(C) CITIZENSHIP
   
  BlueRun IV and BRV Partners IV are Cayman Islands exempted  limited partnerships.  BRV Partners IV GP is a Cayman Islands exempted company.  Malloy and Ebinger are United States citizens.  
   
ITEM 2(D) TITLE OF CLASS OF SECURITIES
   
  Class A Ordinary Shares, par value $0.00001 per share.

 

 

 

 

CUSIP NO.  31680Q104 13 G Page 8 of 12

 

ITEM 2(E) CUSIP NUMBER
   
  31680Q104.  This CUSIP number applies to the issuer’s American Depositary Shares, each representing two Class A Ordinary Shares, par value $0.00001 per share.  No CUSIP has been assigned to the Class A Ordinary Shares.
   
ITEM 3. Not Applicable
   
ITEM 4. OWNERSHIP
   
  The following information with respect to the ownership of Class A Ordinary Shares of the issuer by the persons filing this Statement is provided as of December 31, 2015.  

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

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.
   
  Under certain circumstances set forth in the limited partnership agreements of BlueRun IV and BRV Partners IV, and the memorandum and articles of association of BRV Partners IV GP, the general partner and limited partners or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.

 

 

 

 

CUSIP NO.  31680Q104 13 G Page 9 of 12

 

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.
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.
   
ITEM 10. CERTIFICATION.
   
  Not applicable.

 

 

 

 

CUSIP NO.  31680Q104 13 G Page 10 of 12

 

SIGNATURES

 

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.

 

Date:  February 5, 2016 BlueRun Ventures IV, L.P.
   
  By: BRV Partners IV, L.P.
  Its: General Partner
   
  By: BRV Partners IV, Ltd.
  Its: General Partner

 

  By: /s/ Jonathan Ebinger
    Jonathan Ebinger, Director

 

  BRV Partners IV, L.P.
   
  By: BRV Partners IV, Ltd.
  Its: General Partner

 

  By: /s/ Jonathan Ebinger
    Jonathan Ebinger, Director

 

  BRV Partners IV, Ltd.
     
     
  By: /s/ Jonathan Ebinger
    Jonathan Ebinger, Director

 

  /s/ John Malloy
  John Malloy
   
  /s/ Jonathan Ebinger
  Jonathan Ebinger

 

 

 

 

CUSIP NO.  848637104 13 G Page 11 of 12

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Joint Filing Agreement   12

 

 

 

 

 

CUSIP NO.  848637104 13 G Page 12 of 12

 

exhibit A

 

Joint Filing Agreement

 

The Reporting Persons hereby hereby agree that a single Schedule 13G (or any amendment thereto) relating to the American Depositary Shares of 58.COM INC. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Joint Filing Agreement are already on file with the appropriate agencies.