Jianpu Technology Inc.
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(Name of Issuer)
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Class A ordinary shares, US$0.0001 par value per share
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(Title of Class of Securities)
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G51390 105
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(CUSIP Number)
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James Qun Mi
Ronald Cao
Lightspeed China Partners I GP, LLC
Lightspeed China Partners I, L.P.
Lightspeed China Partners I-A, L.P.
Suite 2105, Platinum Building
233 Tai Cang Road
Huangpu District
Shanghai 200020
People’s Republic of China
Telephone: +86-21-5386-6500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
with copies to:
Craig Marcus
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7802
March 4, 2019
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(Date of Event Which Requires Filing of this Statement)
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1
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Names of Reporting Persons
James Qun Mi |
||
2
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
||
3
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SEC Use Only
|
||
4
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Source of Funds (See Instructions)
AF |
||
5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
||
6
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Citizenship or Place of Organization
United States |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7
|
Sole Voting Power
94,570 |
|
8
|
Shared Voting Power
46,220,160 ordinary shares(1) |
||
9
|
Sole Dispositive Power
94,570 |
||
10
|
Shared Dispositive Power
46,220,160 ordinary shares(1) |
||
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
46,314,730 ordinary shares(1) |
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13
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Percent of Class Represented by Amount in Row (11)
14.8%(2) |
||
14
|
Type of Reporting Person (See Instructions)
IN |
(1) |
Includes (i) 40,659,873 Class A Ordinary Shares held by Lightspeed China Partners I, L.P. and (ii) 5,560,287 Class A Ordinary Shares held by Lightspeed China
Partners I-A, L.P. Each of Lightspeed China Partners I, L.P. and Lightspeed China Partners I-A, L.P. is a Cayman Islands limited partnership. The voting and dispositive power over the ordinary shares held by Lightspeed China Partners I,
L.P. and Lightspeed China Partners I-A, L.P. is controlled by their general partner, Lightspeed China Partners I GP, LLC. Mr. James Qun Mi and Mr. Ronald Cao are the managing directors of Lightspeed China Partners I GP, LLC and together
hold all shareholder voting rights in Lightspeed China Partners I GP, LLC.
|
(2) |
The calculation is based on 312,774,762 Class A Ordinary Shares outstanding as of
December 31, 2018, as reported in the Form 6-K filed by the Issuer with the SEC on February 26, 2019.
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1
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Names of Reporting Persons
Ronald Cao |
||
2
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
||
3
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SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF |
||
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
||
6
|
Citizenship or Place of Organization
United States |
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
|
Sole Voting Power
94,570 |
|
8
|
Shared Voting Power
46,220,160 ordinary shares(1) |
||
9
|
Sole Dispositive Power
94,570 |
||
10
|
Shared Dispositive Power
46,220,160 ordinary shares(1) |
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
46,314,730 ordinary shares(1) |
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13
|
Percent of Class Represented by Amount in Row (11)
14.8%(2) |
||
14
|
Type of Reporting Person (See Instructions)
IN |
(1) |
Includes (i) 40,659,873 Class A Ordinary Shares held by Lightspeed China Partners I, L.P. and (ii) 5,560,287 Class A Ordinary Shares held by Lightspeed China
Partners I-A, L.P. Each of Lightspeed China Partners I, L.P. and Lightspeed China Partners I-A, L.P. is a Cayman Islands limited partnership. The voting and dispositive power over the ordinary shares held by Lightspeed China Partners I,
L.P. and Lightspeed China Partners I-A, L.P. is controlled by their general partner, Lightspeed China Partners I GP, LLC. Mr. James Qun Mi and Mr. Ronald Cao are the managing directors of Lightspeed China Partners I GP, LLC and together
hold all shareholder voting rights in Lightspeed China Partners I GP, LLC.
|
(2) |
The calculation is based on 312,774,762 Class A Ordinary Shares outstanding as of December 31, 2018, as reported in the Form 6-K filed by the Issuer with the
SEC on February 26, 2019.
|
1
|
Names of Reporting Persons
Lightspeed China Partners I GP, LLC |
||
2
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
OO |
||
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
||
6
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Citizenship or Place of Organization
Cayman Islands |
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
|
Sole Voting Power
0 |
|
8
|
Shared Voting Power
46,220,160 ordinary shares(1) |
||
9
|
Sole Dispositive Power
0 |
||
10
|
Shared Dispositive Power
46,220,160 ordinary shares(1) |
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
46,220,160 ordinary shares(1) |
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13
|
Percent of Class Represented by Amount in Row (11)
14.8%(2) |
||
14
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Type of Reporting Person (See Instructions)
OO |
(1) |
Represents (i) 40,659,873 Class A Ordinary Shares held by Lightspeed China Partners I, L.P. and (ii) 5,560,287 Class A Ordinary Shares held by Lightspeed
China Partners I-A, L.P. Each of Lightspeed China Partners I, L.P. and Lightspeed China Partners I-A, L.P. is a Cayman Islands limited partnership. The voting and dispositive power over the ordinary shares held by Lightspeed China
Partners I, L.P. and Lightspeed China Partners I-A, L.P. is controlled by their general partner, Lightspeed China Partners I GP, LLC. Mr. James Qun Mi and Mr. Ronald Cao are the managing directors of Lightspeed China Partners I GP, LLC
and together hold all shareholder voting rights in Lightspeed China Partners I GP, LLC.
|
(2) |
The calculation is based on 312,774,762 Class A Ordinary Shares outstanding as of December 31, 2018, as reported in the Form 6-K filed by the Issuer with the
SEC on February 26, 2019.
|
1
|
Names of Reporting Persons
Lightspeed China Partners I, L.P. |
||
2
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
OO |
||
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
||
6
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Citizenship or Place of Organization
Cayman Islands |
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
|
Sole Voting Power
0 |
|
8
|
Shared Voting Power
40,659,873 ordinary shares |
||
9
|
Sole Dispositive Power
0 |
||
10
|
Shared Dispositive Power
40,659,873 ordinary shares |
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
40,659,873 ordinary shares |
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13
|
Percent of Class Represented by Amount in Row (11)
13.0%(1) |
||
14
|
Type of Reporting Person (See Instructions)
PN |
(1) |
The calculation is based on 312,774,762 Class A Ordinary Shares outstanding as of December 31, 2018, as reported in the Form 6-K filed by the Issuer with the
SEC on February 26, 2019.
|
1
|
Names of Reporting Persons
Lightspeed China Partners I-A, L.P. |
||
2
|
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
OO |
||
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
||
6
|
Citizenship or Place of Organization
Cayman Islands |
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
|
Sole Voting Power
0 |
|
8
|
Shared Voting Power
5,560,287 ordinary shares |
||
9
|
Sole Dispositive Power
0 |
||
10
|
Shared Dispositive Power
5,560,287 ordinary shares |
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,560,287 ordinary shares |
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13
|
Percent of Class Represented by Amount in Row (11)
1.8%(1) |
||
14
|
Type of Reporting Person (See Instructions)
PN |
(1) |
The calculation is based on 312,774,762 Class A Ordinary Shares outstanding as of December 31, 2018, as reported in the Form 6-K filed by the Issuer with the
SEC on February 26, 2019.
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Exhibit No.
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Description
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|
A
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Joint Filing Agreement, dated November 27, 2018 by and between the Reporting Persons.
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/s/ James Qun Mi
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James Qun Mi
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/s/ Ronald Cao
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Ronald Cao
|
|||
Lightspeed China Partners I GP, LLC
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By:
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/s/ James Qun Mi
|
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Name:
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James Qun Mi
|
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Title:
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Authorized Signatory
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Lightspeed China Partners I, L.P.
|
|||
By:
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/s/ James Qun Mi
|
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Name:
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James Qun Mi
|
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Title:
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Authorized Signatory
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Lightspeed China Partners I-A, L.P.
|
|||
By:
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/s/ James Qun Mi
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Name:
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James Qun Mi
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Title:
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Authorized Signatory
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/s/ James Qun Mi
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James Qun Mi
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/s/ Ronald Cao
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Ronald Cao
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Lightspeed China Partners I GP, LLC
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|||
By:
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/s/ James Qun Mi
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Name:
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James Qun Mi
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Title:
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Authorized Signatory
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||
Lightspeed China Partners I, L.P.
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|||
By:
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/s/ James Qun Mi
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Name:
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James Qun Mi
|
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Title:
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Authorized Signatory
|
||
Lightspeed China Partners I-A, L.P.
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|||
By:
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/s/ James Qun Mi
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Name:
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James Qun Mi
|
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Title:
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Authorized Signatory
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