SC 13G/A 1 v366406_sc13ga.htm SCHEDULE 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. 3)*

 

Bitauto Holdings Limited

(Name of Issuer)

 

American Depositary Shares (ADS)

(Title of Class of Securities) 

 

091727107

(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)

 

xRule 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).

 

(Continued on following pages)

 

 

 

 

Page 1 of 15 Pages

Exhibit Index Contained on Page 14

 
 

 

CUSIP NO.   091727107 13 G Page 2 of 15

  

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM IV, L.P. (“DCM 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
0 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12 TYPE OF REPORTING PERSON*

PN

 
 

 

CUSIP NO.   091727107 13 G Page 3 of 15

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM Affiliates Fund IV, L.P. (“Aff 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
0 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12 TYPE OF REPORTING PERSON*

PN

 

 
 

 

CUSIP NO.   091727107 13 G Page 4 of 15

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM Investment Management IV, L.P. (“GP 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
0 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12 TYPE OF REPORTING PERSON*

PN

 
 

 

CUSIP NO.   091727107 13 G Page 5 of 15

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM International IV, Ltd. (“UGP 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
0 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
0 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
OO
 
 

 

CUSIP NO.   091727107 13 G Page 6 of 15

  


1

NAME OF REPORTING PERSON

 

K. David Chao (“Chao”)

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Japanese Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12 TYPE OF REPORTING PERSON*

IN

 
 

 

CUSIP NO.   091727107 13 G Page 7 of 15

 

1

NAME OF REPORTING PERSON

 

Peter W. Moran (“Moran”)

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
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12 TYPE OF REPORTING PERSON*

IN

 

 
 

 

CUSIP NO.   091727107 13 G Page 8 of 15

  

1

NAME OF REPORTING PERSON

 

Thomas Blaisdell (“Blaisdell”)

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
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12 TYPE OF REPORTING PERSON*

IN

 
 

 

CUSIP NO.   091727107 13 G Page 9 of 15

  

This Amendment No. 3 amends and restates in its entirety the Schedule 13G previously filed by DCM IV, L.P. (“DCM IV”), DCM Affiliates Fund IV, L.P. (“Aff IV”), DCM Investment Management IV, L.P. (“GP IV”), and DCM International IV, Ltd. (“UGP IV”), and K. David Chao (“Chao”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”) (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A). NAME OF ISSUER
  Bitauto Holdings Limited
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  New Century Hotel Office Tower, 6/F
  No. 6 South Capital Stadium Road
Beijing F4 100044
  People’s Republic of China
   
ITEM 2(A). NAME OF PERSONS FILING
  This Schedule 13G is filed by DCM IV, L.P., a Cayman Islands exempted limited partnership (“DCM IV”), DCM Affiliates Fund IV, L.P., a Cayman Islands exempted limited partnership (“Aff IV”), DCM Investment Management IV, L.P., a Cayman Islands exempted limited partnership (“GP IV”), and DCM International IV, Ltd., a Cayman Islands limited company (“UGP IV”), and K. David Chao (“Chao”), Peter W. Moran (“Moran”) and Thomas Blaisdell (“Blaisdell”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
  GP IV, the general partner of DCM IV, and Aff IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV.  UGP IV, the general partner of GP IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV.  Chao, Moran and Blaisdell are directors of UGP IV and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by DCM IV and Aff IV.
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
  The address for each of the Reporting Persons is:
   
  DCM
  2420 Sand Hill Road
  Suite 200
  Menlo Park, California  94025
   
ITEM 2(C) CITIZENSHIP
   
  DCM IV, Aff IV and GP IV are Cayman Islands exempted limited partnerships.  UGP IV is a Cayman Islands limited company.  Moran and Blaisdell are United States citizens.  Chao is a Japanese citizen.
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
   
  American Depositary Shares (ADS)
   
  Each ADS represents an ownership interest in one ordinary share.  
   
  CUSIP # 091727107

 

 
 

CUSIP NO.   091727107 13 G Page 10 of 15

  

ITEM 3. Not Applicable
ITEM 4. OWNERSHIP
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.  

  (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
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   x  Yes  
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
  Please see Item 5.  
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.

 

 
 

CUSIP NO.   091727107 13 G Page 11 of 15

 

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

CUSIP NO.   091727107 13 G Page 12 of 15

 

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: January 29, 2014

 

 

DCM IV, L.P.

 

By: DCM INVESTMENT MANAGEMENT IV, L.P.

Its General Partner

 

By: DCM INTERNATIONAL IV, LTD.

Its General Partner

 

 

By:  /s/ Matthew Bonner         
          Matthew Bonner
          Assistant Secretary

 

 

DCM AFFILIATES FUND IV, L.P.

 

By: DCM INVESTMENT MANAGEMENT IV, L.P.

Its General Partner

 

By: DCM INTERNATIONAL IV, LTD.

Its General Partner

 

 

By:  /s/ Matthew Bonner         
          Matthew Bonner
          Assistant Secretary

 

 

DCM INVESTMENT MANAGEMENT IV, L.P.

 

By: DCM INTERNATIONAL IV, LTD.

Its General Partner

 

 

By:  /s/ Matthew Bonner         
          Matthew Bonner
          Assistant Secretary

 

DCM INTERNATIONAL IV, LTD.

 

By:  /s/ Matthew Bonner         
          Matthew Bonner
          Assistant Secretary

 

 
 

CUSIP NO.   091727107 13 G Page 13 of 15

 

 

 

/s/ K. David Chao
K. David Chao

 

 

 

 

/s/ Peter W. Moran
Peter W. Moran

 

 

 

 

/s/ Thomas Blaisdell
thomas Blaisdell

 

 

 
 

CUSIP NO.   091727107 13 G Page 14 of 15

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 15

 

 

 
 

CUSIP NO.   091727107 13 G Page 15 of 15


exhibit A

 

 

Agreement of Joint Filing

  

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