SC 13G 1 a19-3648_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Bilibili Inc.

(Name of Issuer)

Class Z ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

G10970112*

 

090040106**

(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 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.

 

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).

 

* CUSIP number G10970112 has been assigned to the Class Z ordinary shares of the Issuer, par value US$0.0001 per share.

 

**CUSIP number 090040106 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on Nasdaq Global Select Market under the symbol “BILI.” Each ADS represents one Class Z ordinary share, par value US$0.0001 per share.

 

 

CUSIP No. G10970112

 

Page 2 of 11 pages

 

1

Name of Reporting Person
CHEN Rui

 

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
People’s Republic of China

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
52,828,431. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
52,828,431. See Item 4.

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
52,828,431. See Item 4.

 

10

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

 

11

Percent of Class Represented by Amount in Row 9
17.4%. See Item 4.

 

12

Type of Reporting Person
IN

 

 

CUSIP No. G10970112

 

Page 3 of 11 pages

 

1

Name of Reporting Person
Vanship Limited

 

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
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
49,299,006. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
49,299,006. See Item 4.

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
49,299,006. See Item 4.

 

10

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

 

11

Percent of Class Represented by Amount in Row 9
16.2%. See Item 4.

 

12

Type of Reporting Person
CO

 

 

CUSIP No. G10970112

 

Page 4 of 11 pages

 

1

Name of Reporting Person
Grand Stream Fund L.P.

 

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
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,031,992. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,031,992. See Item 4.

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,031,992. See Item 4.

 

10

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

 

11

Percent of Class Represented by Amount in Row 9
0.3%. See Item 4.

 

12

Type of Reporting Person
PN

 

 

CUSIP No. G10970112

 

Page 5 of 11 pages

 

1

Name of Reporting Person
Windforce Limited

 

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
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
133,945. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
133,945. See Item 4.

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
133,945. See Item 4.

 

10

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

 

11

Percent of Class Represented by Amount in Row 9
0.0%. See Item 4.

 

12

Type of Reporting Person
CO

 

 

CUSIP No. G10970112

 

Page 6 of 11 pages

 

1

Name of Reporting Person
Fairy Chess Fund L.P.

 

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
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
2,363,488. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
2,363,488.  See Item 4.

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,363,488. See Item 4.

 

10

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

 

11

Percent of Class Represented by Amount in Row 9
0.8%. See Item 4.

 

12

Type of Reporting Person
PN

 

 

CUSIP No. G10970112

 

Page 7 of 11 pages

 

Item 1(a).

Name of Issuer:
Bilibili Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District, Shanghai, 200433, People’s Republic of China.

 

 

Item 2(a).

Name of Person Filing:
CHEN Rui, Vanship Limited, Grand Stream Fund L.P., Windforce Limited and Fairy Chess Fund L.P. (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if None, Residence:
The address of the Reporting Persons is c/o Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District, Shanghai, 200433, People’s Republic of China.

Item 2(c)

Citizenship:
CHEN Rui is a citizen of the People’s Republic of China. Vanship Limited is a British Virgin Islands company. Grand Stream Fund L.P. is a Cayman Islands exempted limited partnership. Windforce Limited is a British Virgin Islands company. Fairy Chess Fund L.P. is a Cayman Islands exempted limited partnership.

Item 2(d).

Title of Class of Securities:
Class Z ordinary shares, par value US$0.0001 per share, of the Issuer.

The Issuer’s ordinary shares consist of Class Z ordinary shares and Class Y ordinary shares. Each holder of Class Z ordinary shares is entitled to one vote per share and each holder of Class Y ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Class Y ordinary shares are convertible at any time by the holder thereof into Class Z ordinary shares on a one-for-one basis. Class Z ordinary shares are not convertible into Class Y ordinary shares under any circumstances.

Item 2(e).

CUSIP Number:
CUSIP number G10970112 has been assigned to the Class Z ordinary shares of the Issuer, par value US$0.0001 per share. CUSIP number 090040106 has been assigned to ADSs of the Issuer, each representing one Class Z ordinary share.

 

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

 

Not applicable

 

 

CUSIP No. G10970112

 

Page 8 of 11 pages

 

Item 4.

Ownership:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent
of class:

 

Percent of
aggregate
voting
power:

 

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:

 

CHEN Rui

 

52,828,431

(1)

17.4%(2)

 

46.3%(3)

 

52,828,431

(1)

0

 

52,828,431

(1)

0

 

Vanship Limited

 

49,299,006

(4)

16.2%(2)

 

46.0%(3)

 

49,299,006

(4)

0

 

49,299,006

(4)

0

 

Grand Stream Fund L.P.

 

1,031,992

(5)

0.3%(2)

 

0.1%(3)

 

1,031,992

(5)

0

 

1,031,992

(5)

0

 

Windforce Limited

 

133,945

(6)

0.0%(2)

 

0.0%(3)

 

133,945

(6)

0

 

133,945

(6)

0

 

Fairy Chess Fund L.P.

 

2,363,488

(7)

0.8%(2)

 

0.2%(3)

 

2,363,488

(7)

0

 

2,363,488

(7)

0

 

 

(1)         Represents (i) 49,299,006 Class Y ordinary shares directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands, (ii) 1,031,992 Class Z ordinary shares directly held by Grand Stream Fund L.P., a Cayman Islands exempted limited partnership, (iii) 133,945 Class Z ordinary shares directly held by Windforce Limited, a business company limited by shares incorporated in British Virgin Islands, and (iv) 2,363,488 Class Z ordinary shares directly held by Fairy Chess Fund L.P. Vanship Limited is controlled by The Le Petit Prince Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Chen is the settlor of The Le Petit Prince Trust, and Mr. Chen and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Chen has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Vanship Limited in the Issuer. The general partner of each of Grand Stream Fund L.P. and Fairy Chess Fund L.P. is Diamond Dust Limited, a Cayman Islands exempted company. Mr. Chen is a director of Diamond Dust Limited, and indirectly holds 100% equity interests in Diamond Dust Limited through Vanship Limited. Windforce Limited is controlled by Diamond Dust Limited, which in turn is controlled by Mr. Chen.

 

(2)         The percentage of class of securities beneficially owned by each Reporting Person is based on 85,364,814 Class Y ordinary shares and 218,181,421 Class Z ordinary shares of the Issuer outstanding as of December 31, 2018, and excluding 10,875,000 Class Z ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under the Issuer's share incentive plans, based on the information provided by the Issuer.

 

(3)         For each Reporting Person, the percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class Z and Class Y ordinary shares as a single class. Each holder of Class Z ordinary shares is entitled to one vote per share and each holder of Class Y ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote.

 

(4)         Represents 49,299,006 Class Y ordinary shares directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands.

 

(5)         Represents 1,031,992 Class Z ordinary shares directly held by Grand Stream Fund L.P., a Cayman Islands exempted limited partnership.

 

(6)         Represents 133,945 Class Z ordinary shares directly held by Windforce Limited, a business company limited by shares incorporated in British Virgin Islands.

 

(7)         Represents 2,363,488 Class Z ordinary shares directly held by Fairy Chess Fund L.P., a Cayman Islands exempted limited partnership.

 

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 Controlling Person:

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable

 

 

CUSIP No. G10970112

 

Page 9 of 11 pages

 

 

 

Item 10.

Certifications:

 

Not applicable

 

 

CUSIP No. G10970112

 

Page 10 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 8, 2019

 

 

 

 

CHEN Rui

 

 

 

/s/ CHEN Rui

 

 

 

Vanship Limited

 

 

 

 

By:

/s/ CHEN Rui

 

Name:

CHEN Rui

 

Title:

Director

 

 

 

 

Grand Stream Fund L.P.

 

 

 

By:

/s/ CHEN Rui

 

Name:

CHEN Rui

 

Title:

Authorized Signatory

 

 

 

 

Windforce Limited

 

 

 

 

By:

/s/ CHEN Rui

 

Name:

CHEN Rui

 

Title:

Director

 

 

 

 

Fairy Chess Fund L.P.

 

 

 

 

By:

/s/ CHEN Rui

 

Name:

CHEN Rui

 

Title:

Authorized Signatory

 

 

CUSIP No. G10970112

 

Page 11 of 11 pages

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

A

 

Joint Filing Agreement