0001104659-19-003057.txt : 20190124 0001104659-19-003057.hdr.sgml : 20190124 20190124060552 ACCESSION NUMBER: 0001104659-19-003057 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190124 DATE AS OF CHANGE: 20190124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pintec Technology Holdings Ltd CENTRAL INDEX KEY: 0001716338 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90787 FILM NUMBER: 19538564 BUSINESS ADDRESS: STREET 1: 216, 2F EAST GATE, PACIFIC CENTURY PLACE STREET 2: NO.A2 N. GONG TI ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100000 BUSINESS PHONE: 86 1085643600 MAIL ADDRESS: STREET 1: 216, 2F EAST GATE, PACIFIC CENTURY PLACE STREET 2: NO.A2 N. GONG TI ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ventech China II Sicar CENTRAL INDEX KEY: 0001731023 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2-8 AVENUE CHARLES DE GAULLE-L-1653 CITY: LUXEMBOURG STATE: N4 ZIP: L-1653 BUSINESS PHONE: 0035224870330 MAIL ADDRESS: STREET 1: 2-8 AVENUE CHARLES DE GAULLE-L-1653 CITY: LUXEMBOURG STATE: N4 ZIP: L-1653 SC 13G 1 a19-3330_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Pintec Technology Holdings Limited

(Name of Issuer)

Class A ordinary shares, $0.000125 par value per share

(Title of Class of Securities)

72352G 107**

(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.

 

** CUSIP number 72352G 107 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “PT.” Each ADS represents seven Class A ordinary shares of the issuer.

 

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).

 

 

1

Name of Reporting Person
Ventech China II SICAR

 

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
Luxemburg

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
17,679,421(1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
17,679,421(1)

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,679,421(1)

 

10

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

 

11

Percent of Class Represented by Amount in Row 9
6.7%

 

12

Type of Reporting Person
CO

 

 

(1)                                 Represents 17,679,421 Class A ordinary shares directly held by Ventech China II SICAR.

 

2

 

Item 1(a).

Name of Issuer:
Pintec Technology Holdings Limited (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
216, 2/F East Gate, Pacific Century Place, No. A2 Gongti North Road, Chaoyang District, Beijing, People’s Republic of China

 

Item 2(a).

Name of Person Filing:
Ventech China II SICAR

Item 2(b).

Address of Principal Business Office or, if none, Residence:
For Ventech China II SICAR

47 Avenue John F. Kennedy L-1855

Luxemburg

Item 2(c)

Citizenship:
Ventech China II SICAR — Luxemburg

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, $0.000125  par value per share, of the Issuer

 

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

Item 2(e).

CUSIP Number:
72352G 107

 

This CUSIP number applies to the American depositary shares of the Issuer, each representing seven Class A ordinary shares of the Issuer.

 

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

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ventech China II SICAR

 

17,679,421

 

6.7

%

1.8

%

17,679,421

 

0

 

17,679,421

 

0

 

 

As of December 31, 2018, 17,679,421 Class A ordinary shares were directly held by Ventech China II SICAR.

 

The percentage of class of securities beneficially owned by the reporting person is based on a total of 265,594,453 ordinary shares (being the sum of 213,811,958 Class A ordinary shares and 51,782,495 Class B ordinary shares) of the Issuer outstanding as of

 

December 31, 2018 as a single class. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2018. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to fifteen votes per share, subject to certain conditions, on all matters submitted to them for vote.

 

3

 

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

 

Item 10.

Certifications:

 

Not applicable

 

4

 

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: January 24, 2019

 

 

 

VENTECH CHINA II SICAR

 

 

 

 

 

 

By:

/s/ Alain CAFFI

 

Name:

Alain CAFFI

 

Title:

Manager A

 

5