0000905718-19-000213.txt : 20190214 0000905718-19-000213.hdr.sgml : 20190214 20190214161158 ACCESSION NUMBER: 0000905718-19-000213 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GDS Holdings Ltd CENTRAL INDEX KEY: 0001526125 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89829 FILM NUMBER: 19606363 BUSINESS ADDRESS: STREET 1: 2/F, TOWER 2, YOUYOU CENTURY PLACE, STREET 2: 428 SOUTH YANGGAO ROAD, CITY: SHANGHAI STATE: F4 ZIP: 200127 BUSINESS PHONE: 86-21-2033-0303 MAIL ADDRESS: STREET 1: 2/F, TOWER 2, YOUYOU CENTURY PLACE, STREET 2: 428 SOUTH YANGGAO ROAD, CITY: SHANGHAI STATE: F4 ZIP: 200127 FORMER COMPANY: FORMER CONFORMED NAME: GDS Services Ltd DATE OF NAME CHANGE: 20110719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 12 West Capital Management LP CENTRAL INDEX KEY: 0001540531 IRS NUMBER: 453076594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 646-216-7040 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 SC 13G/A 1 gdsholding_13gam1dec312018.htm SC 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

GDS HOLDINGS LIMITED

(Name of Issuer)

 

AMERICAN DEPOSITARY SHARES, EACH REPRESENTING EIGHT CLASS A ORDINARY SHARES, PAR VALUE $0.00005 PER SHARE

(Title of Class of Securities)

 

36165L108

(CUSIP Number)

 

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[   ]  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 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).

 

 
 

  

  

CUSIP NO.  36165L108
(1) Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons (entities only):  
 

12 West Capital Management LP

45-3076594

  
(2) Check the Appropriate Box if a Member of a Group (a) [   ]  
  (b) [   ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware, United States  
Number of Shares Beneficially Owned By Each Reporting Person With   (5) Sole Voting Power: 10,916,660**    
(6) Shared Voting Power: 0**  
(7) Sole Dispositive Power: 10,916,660**  
(8) Shared Dispositive Power: 0**  
     
                

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 10,916,660**    
(10) Check if the Aggregate Amount  in Row  (9) Excludes Certain Shares (See Instructions):  
(11) Percent of Class Represented by Amount in Row (9): 9.3%**    
(12) Type of Reporting Person (See Instructions):   IA

 

**12 West Capital Management LP (“12 West Management”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12 West Onshore Fund”), 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12 West Offshore Fund”), and DC Opportunity Fund LLC, a Delaware limited liability company (“DCOF”), and possesses the sole power to vote and the sole power to direct the disposition of all securities of GDS Holdings Limited (the “Company”) held by 12 West Onshore Fund, 12 West Offshore Fund, and DCOF. Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management.

 

Based on information disclosed in the Company’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 29, 2018, there were 939,479,328 Class A ordinary shares, par value $0.00005 per share (the “Ordinary Shares”) issued and outstanding as of March 29, 2018. This statement relates to American Depositary Shares, each representing eight Ordinary Shares (the “ADS Shares”) of the Company.

 

As of December 31, 2018, 12 West Onshore Fund held 5,296,367 ADS Shares of the Company and options to purchase up to 112,600 ADS Shares of the Company, 12 West Offshore Fund held 4,098,447 ADS Shares of the Company and options to purchase up to 87,400 ADS Shares of the Company, and DCOF held 1,321,846 ADS Shares of the Company.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, 12 West Management is deemed to beneficially own 10,716,660 ADS Shares of the Company and options to purchase up to 200,000 ADS Shares of the Company representing 9.3% of the Company’s Ordinary Shares deemed issued and outstanding as of December 31, 2018.

 

 


Item 1(a).  Name Of Issuer:
 

GDS Holdings Limited

 

Item 1(b).  Address of Issuer’s Principal Executive Offices:
  2/F, Tower 2, Youyou Century Place

428 South Yanggao Road

Pudong, Shanghai 200127

People’s Republic of China

 

Item 2(a).  Name of Person Filing:
    12 West Capital Management LP
Item 2(b).  Address of Principal Business Office or, if None, Residence:
 

90 Park Avenue

40th Floor

New York, New York 10016

 

Item 2(c).  Citizenship:
    12 West Capital Management LP is a Delaware limited partnership.
Item 2(d).  Title of Class of Securities:
    Class A ordinary shares, par value $0.00005 per share
Item 2(e).  CUSIP No.:
    36165L108
Item 3.  If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
    Not Applicable.

 

Item 4.  Ownership:
  (a)  Amount Beneficially Owned: 10,916,660**  
  (b)  Percent of Class: 9.3%**  
  (c)  Number of Shares as to which such person has:    
  (i)  Sole power to vote or to direct the vote: 10,916,660**  
  (ii)  Shared power to vote or to direct the vote: 0**  
  (iii)  Sole power to dispose or to direct the disposition of: 10,916,660**  
  (iv)  Shared power to dispose or to direct the disposition of: 0**  
         

__________________

**12 West Capital Management LP (“12 West Management”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12 West Onshore Fund”), 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12 West Offshore Fund”), and DC Opportunity Fund LLC, a Delaware limited liability company (“DCOF”), and possesses the sole power to vote and the sole power to direct the disposition of all securities of GDS Holdings Limited (the “Company”) held by 12 West Onshore Fund, 12 West Offshore Fund, and DCOF. Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management.

 

Based on information disclosed in the Company’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 29, 2018, there were 939,479,328 Class A ordinary shares, par value $0.00005 per share (the “Ordinary Shares”) issued and outstanding as of March 29, 2018. This statement relates to American Depositary Shares, each representing eight Ordinary Shares (the “ADS Shares”) of the Company.

 

As of December 31, 2018, 12 West Onshore Fund held 5,296,367 ADS Shares of the Company and options to purchase up to 112,600 ADS Shares of the Company, 12 West Offshore Fund held 4,098,447 ADS Shares of the Company and options to purchase up to 87,400 ADS Shares of the Company, and DCOF held 1,321,846 ADS Shares of the Company.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, 12 West Management is deemed to beneficially own 10,716,660 ADS Shares of the Company and options to purchase up to 200,000 ADS Shares of the Company representing 9.3% of the Company’s Ordinary Shares deemed issued and outstanding as of December 31, 2018.

 

 

 
 

 

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 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:
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

  February 14, 2019  
     
  12 WEST CAPITAL MANAGEMENT LP  
     
     
  By: 12 WEST CAPITAL MANAGEMENT, LLC,  
  its General Partner  
     
     
  By: /s/ Joel Ramin  
  Joel Ramin,  
  its Sole Member  
     
           

 

 

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)