0001193125-18-044635.txt : 20180214 0001193125-18-044635.hdr.sgml : 20180214 20180214105703 ACCESSION NUMBER: 0001193125-18-044635 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: NAN PENG SHEN GROUP MEMBERS: SC CHINA HOLDING LTD GROUP MEMBERS: SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. GROUP MEMBERS: SNP CHINA ENTERPRISES LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Noah Holdings Ltd CENTRAL INDEX KEY: 0001499543 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86013 FILM NUMBER: 18608739 BUSINESS ADDRESS: STREET 1: NO. 1687 CHANGYANG ROAD STREET 2: CHANGYANG VALLEY, BUILDING 2 CITY: SHANGHAI STATE: F4 ZIP: 200090 BUSINESS PHONE: (86-21) 8035-9221 MAIL ADDRESS: STREET 1: NO. 1687 CHANGYANG ROAD STREET 2: CHANGYANG VALLEY, BUILDING 2 CITY: SHANGHAI STATE: F4 ZIP: 200090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL CHINA I LP CENTRAL INDEX KEY: 0001470760 IRS NUMBER: 203514012 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SUITE 3613, 36/F, TWO PACIFIC PLACE STREET 2: 88 QUEENWAY ROAD CITY: N/A STATE: K3 ZIP: NA BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: SUITE 3613, 36/F, TWO PACIFIC PLACE STREET 2: 88 QUEENWAY ROAD CITY: N/A STATE: K3 ZIP: NA SC 13G/A 1 d539810dsc13ga.htm SC 13G/A 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. 4)

 

 

Noah Holdings Limited

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

65487X102*

(CUSIP Number)

December 31, 2017

(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)

 

      ☒   Rule 13d-1(d)

* This CUSIP number applies to the Issuer’s American depositary shares, two of which represent one Ordinary Share.

 

 

(Continued on following pages)

Page 1 of 12 Pages

CUSIP No. 65487X102   Schedule 13G   Page 2 of 11

 

  1   

Name of reporting person

 

SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”)

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  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

   6   

Shared voting power

 

1,772,100

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,772,100

  9  

Aggregate amount beneficially owned by each reporting person

 

1,772,100

10  

Check box if the aggregate amount in Row (9) excludes certain shares

 

☐

11  

Percent of class represented by amount in Row 9

 

6.0%1

12  

Type of reporting person

 

PN

 

1 Based on a total of 29,518,533 shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 21, 2017.

CUSIP No. 65487X102   Schedule 13G   Page 3 of 11

 

  1   

Name of reporting person

 

SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (“SCC PTRS I”)

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  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

   6   

Shared voting power

 

203,625

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

203,625

  9  

Aggregate amount beneficially owned by each reporting person

 

203,625

10  

Check box if the aggregate amount in Row (9) excludes certain shares

 

☐

11  

Percent of class represented by amount in Row 9

 

0.7%1

12  

Type of reporting person

 

PN

 

1 Based on a total of 29,518,533 shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 21, 2017.

CUSIP No. 65487X102   Schedule 13G   Page 4 of 11

 

  1   

Name of reporting person

 

SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (“SCC PRIN I”)

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  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

   6   

Shared voting power

 

274,275

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

274,275

  9  

Aggregate amount beneficially owned by each reporting person

 

274,275

10  

Check box if the aggregate amount in Row (9) excludes certain shares

 

☐

11  

Percent of class represented by amount in Row 9

 

0.9%1

12  

Type of reporting person

 

PN

 

1 Based on a total of 29,518,533 shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 21, 2017.

CUSIP No. 65487X102   Schedule 13G   Page 5 of 11

 

  1   

Name of reporting person

 

SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. (“SCC MGMT I”)

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  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

   6   

Shared voting power

 

2,250,000 shares, of which 1,772,100 shares are directly held by SCC I, 203,625shares are directly held by SCC PTRS I and 274,275 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

2,250,000 shares, of which 1,772,100 shares are directly held by SCC I, 203,625shares are directly held by SCC PTRS I and 274,275 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

  9  

Aggregate amount beneficially owned by each reporting person

 

2,250,000

10  

Check box if the aggregate amount in Row (9) excludes certain shares

 

☐

11  

Percent of class represented by amount in Row 9

 

7.6%1

12  

Type of reporting person

 

PN

 

1 Based on a total of 29,518,533 shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 21, 2017.

CUSIP No. 65487X102   Schedule 13G   Page 6 of 11

 

  1   

Name of reporting person

 

SC CHINA HOLDING LIMITED (“SCC HOLD”)

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  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

   6   

Shared voting power

 

2,250,000 shares, of which 1,772,100 shares are directly held by SCC I, 203,625 shares are directly held by SCC PTRS I and 274,275 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

2,250,000 shares, of which 1,772,100 shares are directly held by SCC I, 203,625 shares are directly held by SCC PTRS I and 274,275 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

  9  

Aggregate amount beneficially owned by each reporting person

 

2,250,000

10  

Check box if the aggregate amount in Row (9) excludes certain shares

 

☐

11  

Percent of class represented by amount in Row 9

 

7.6%1

12  

Type of reporting person

 

OO

 

1 Based on a total of 29,518,533 shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 21, 2017.

CUSIP No. 65487X102   Schedule 13G   Page 7 of 11

 

  1   

Name of reporting person

 

SNP CHINA ENTERPRISES LIMITED (“SNP”)

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

BRITISH VIRGIN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

    5    

Sole voting power

 

0

   6   

Shared voting power

 

2,250,000 shares, of which 1,772,100 shares are directly held by SCC I, 203,625 shares are directly held by SCC PTRS I and 274,275 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

2,250,000 shares, of which 1,772,100 shares are directly held by SCC I, 203,625 shares are directly held by SCC PTRS I and 274,275 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

  9  

Aggregate amount beneficially owned by each reporting person

 

2,250,000

10  

Check box if the aggregate amount in Row (9) excludes certain shares

 

☐

11  

Percent of class represented by amount in Row 9

 

7.6%1

12  

Type of reporting person

 

OO

 

1 Based on a total of 29,518,533 shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 21, 2017.

CUSIP No. 65487X102   Schedule 13G   Page 8 of 11

 

  1   

Name of reporting person

 

NAN PENG SHEN (“NS”)

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

HONG KONG SAR

Number of

shares

beneficially

owned by

each

reporting

person

with

    5    

Sole voting power

 

376,809

   6   

Shared voting power

 

2,250,000 shares, of which 1,772,100 shares are directly held by SCC I, 203,625 shares are directly held by SCC PTRS I and 274,275 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

   7   

Sole dispositive power

 

376,809

   8   

Shared dispositive power

 

2,250,000 shares, of which 1,772,100 shares are directly held by SCC I, 203,625 shares are directly held by SCC PTRS I and 274,275 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

  9  

Aggregate amount beneficially owned by each reporting person

 

2,626,809

10  

Check box if the aggregate amount in Row (9) excludes certain shares

 

☐

11  

Percent of class represented by amount in Row 9

 

8.9%1

12  

Type of reporting person

 

IN

 

1  Based on a total of 29,518,533 shares outstanding as of December 31, 2016, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 21, 2017.

CUSIP No. 65487x102   Schedule 13G   Page 9 of 11 Pages

 

ITEM 1.

 

(a)   Name of Issuer:

    Noah Holdings Limited

(b)   Address of Issuer’s Principal Executive Offices:

   No. 1687 Changyang Road, Changyang Valley, Building 2
   Shanghai 200090
   People’s Republic of China

 

ITEM 2.

 

(a) Name of Persons Filing:

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Management I, L.P.

SC China Holding Limited

SNP China Enterprises Limited

Nan Peng Shen

SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I. SNP is the Director of, and wholly owns, SCC HOLD. NS is the Director of, and wholly owns SNP.

 

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

 

(c) Citizenship:

SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD: Cayman Islands

SNP: British Virgin Islands

NS: Hong Kong SAR

 

(d)    Title of Class of Securities:    Ordinary Shares
(e)    CUSIP Number:    65487X102

 

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM 4. Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES

CUSIP No. 65487x102   Schedule 13G   Page 10 of 11 Pages

 

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. ☐

 

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. CERTIFICATION

NOT APPLICABLE

CUSIP No. 65487x102   Schedule 13G   Page 11 of 11 Pages

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 14, 2018

 

Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
        By:   Sequoia Capital China Management I, L.P.
        General Partner of each
        By:   SC China Holding Limited
        its General Partner
        By:  

/s/ Nan Peng Shen

        Nan Peng Shen
Sequoia Capital China Management I, L.P.
        By:   SC China Holding Limited
        its General Partner
        By:  

/s/ Nan Peng Shen

        Nan Peng Shen
SC China Holding Limited
        By:  

/s/ Nan Peng Shen

        Nan Peng Shen
SNP China Enterprises Limited
        By:  

/s/ Nan Peng Shen

        Nan Peng Shen, Owner and Director

/s/ Nan Peng Shen

Nan Peng Shen