Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 02 2024 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed
Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Smart Share Global Limited
(Name of Issuer)
Ordinary shares, par value of $0.0001 per share
(Title of Class of Securities)
83193E 102**
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* 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.
** CUSIP number 83193E 102 has been assigned to
the American Depositary Shares ("ADSs") of Smart Share Global Limited (the "Issuer"), which are quoted on the Nasdaq
Capital Market under the symbol "EM." Each ADS represents two Class A ordinary shares of the Issuer. There is no CUSIP
number assigned to the Class A ordinary shares.
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).
1 |
NameS
of Reporting PersonS
Peifeng Xu
|
2 |
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC
Use Only
|
4 |
Citizenship
People’s Republic of China
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole
Voting Power
30,822,000(1) |
6 |
Shared
Voting Power
0 |
7 |
Sole
Dispositive Power
30,822,000(1) |
8 |
Shared
Dispositive Power
0 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,822,000(1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
¨
|
11 |
Percent
of Class Represented by Amount in Row (9)
5.9%. The voting power of the shares beneficially owned represent 23.4% of the total outstanding voting power(2) |
12 |
Type of Reporting Person
IN |
(1) |
Represents 27,397,000 Class B ordinary shares, 3,000,000 Class A ordinary shares and 425,000 Class A ordinary shares issuable upon the exercise of options within 60 days of December 31, 2023, held by Super June Limited, a British Virgin Islands company wholly owned by Peifeng Xu. The registered address of Super June Limited is Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. The business address of Peifeng Xu is 6th Floor, 799 Tianshan W Road, Changning District, Shanghai 200335, People's Republic of China. |
(2) |
The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 519,150,565 issued and outstanding Class A and Class B ordinary shares (being the sum of 445,176,595 Class A ordinary shares (excluding 7,721,582 Class A ordinary shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under the Issuer's share incentive plans), with each being entitled to one vote, and 73,973,970 Class B ordinary shares, with each being entitled to ten (10) votes) of the Issuer as a single class as of December 31, 2023. |
1 |
NameS
of Reporting PersonS
Super June Limited
|
2 |
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC
Use Only
|
4 |
PLACE OF ORGANIZATION
British Virgin Islands
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole
Voting Power
30,822,000(1) |
6 |
Shared
Voting Power
0 |
7 |
Sole
Dispositive Power
30,822,000(1) |
8 |
Shared
Dispositive Power
0 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,822,000(1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
¨
|
11 |
Percent
of Class Represented by Amount in Row (9)
5.9%. The voting power of the shares beneficially owned represent 23.4% of the total outstanding voting power(2) |
12 |
Type
of Reporting Person
CO |
(1) | Represents 27,397,000 Class B ordinary shares, 3,000,000 Class A ordinary shares and
425,000 Class A ordinary shares issuable upon the exercise of options within 60 days of December 31, 2023, held by Super June Limited,
a British Virgin Islands company. The registered address of Super June Limited is Start Chambers, Wickham's Cay II, P.O. Box
2221, Road Town, Tortola, British Virgin Islands. |
(2) | The percentage of class of securities beneficially owned by the reporting person and the voting power
represented thereby are based on a total of 519,150,565 issued and outstanding Class A and Class B ordinary shares (being the
sum of 445,176,595 Class A ordinary shares (excluding 7,721,582 Class A ordinary shares in the form of ADSs held as treasury
shares and reserved for future issuance upon the exercising or vesting of awards granted under the Issuer's share incentive plans), with
each being entitled to one vote, and 73,973,970 Class B ordinary shares, with each being entitled to ten (10) votes) of the
Issuer as a single class as of December 31, 2023. |
| Item 1(a). | Name of Issuer: |
Smart Share Global Limited
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People's Republic of China
| Item 2(a). | Name of Person Filing: |
Peifeng Xu
Super June Limited
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Peifeng Xu
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People's Republic of China
Super June Limited
Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town
Tortola, British Virgin Islands
Peifeng Xu — People's Republic of China
Super June Limited — British Virgin
Islands
| Item 2(d). | Title of Class of Securities: |
Ordinary shares, par value $0.0001 per share,
of the Issuer.
The Issuer's ordinary shares consist of Class A
ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary
shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary shares is convertible at
the option of the holder at any time 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 circumstance. Each Class B ordinary share is entitled to ten (10) votes per share,
whereas each Class A ordinary share is entitled to one vote per share.
83193E 102
This CUSIP number applies to the ADSs, each ADS
representing two Class A ordinary shares of the Issuer. There is no CUSIP number assigned to the Class A ordinary shares.
| 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
The following information with respect to the
ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2023:
| |
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 | |
Peifeng
Xu | |
| 30,822,000 | (1) | |
| 5.9 | %(2) | |
| 23.4 | %(3) | |
| 30,822,000 | (1) | |
| 0 | | |
| 30,822,000 | (1) | |
| 0 | |
Super
June Limited | |
| 30,822,000 | (1) | |
| 5.9 | %(2) | |
| 23.4 | %(3) | |
| 30,822,000 | (1) | |
| 0 | | |
| 30,822,000 | (1) | |
| 0 | |
(1) |
Represents
27,397,000 Class B ordinary shares, 3,000,000 Class A ordinary shares and 425,000 Class A ordinary shares issuable
upon the exercise of options within 60 days of December 31, 2023, held by Super June Limited, a British Virgin Islands
company wholly owned by Peifeng Xu. |
(2) |
The percentage
of the class of securities beneficially owned by each reporting person is based on a total of 519,150,565 issued and outstanding
Class A and Class B ordinary shares, being the sum of 445,176,595 Class A ordinary shares (excluding 7,721,582 Class A
ordinary shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards
granted under the Issuer's share incentive plans) and 73,973,970 Class B ordinary shares, of the Issuer as a single class as
of December 31, 2023. In computing the percentage ownership of the reporting persons, we have included shares that the reporting
persons have the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion
of any other security, after December 31, 2023. |
(3) | For
each reporting person, 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 issued and outstanding Class A ordinary shares and Class B ordinary shares
as a single class as of December 31, 2023. |
| 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
Not applicable
LIST
OF EXHIBITS
Exhibit 99.1 — Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 11, 2022 by the reporting persons with the Securities and Exchange Commission)
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 2, 2024 |
|
|
|
|
Peifeng Xu |
|
|
|
|
/s/ Peifeng Xu |
|
|
|
|
Super June Limited |
|
|
|
By: |
/s/ Peifeng Xu |
|
Name: |
Peifeng Xu |
|
Title: |
Director |
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