Amended Statement of Beneficial Ownership (sc 13d/a)
January 13 2022 - 6:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 9)
51job, Inc.
(Name of Issuer)
Common Shares, par value US$0.0001 per share**
American Depositary Shares, each representing
one Common Share
(Title of Class of Securities)
316827104***
(CUSIP Number)
Rick Yan
Building 3
No. 1387, Zhang Dong Road
Shanghai 201203
People’s Republic of China
+86-21-6160-1888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 2022
(Date of Event which Requires Filing of this
Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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.
** Not for trading but only in connection with the listing of American
depositary shares on the NASDAQ Global Select Market.
*** CUSIP number of the American Depositary Shares, each representing
one Common Share.
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 (the “Exchange Act”)
or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
SCHEDULE 13D
1.
|
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Names of Reporting Persons.
Rick Yan
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ¨
(b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Hong Kong SAR, People’s Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
12,700,264*
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
12,700,264*
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,700,264*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
18.6%**
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14.
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Type of Reporting Person (See Instructions)
IN
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*
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Consists of: (i) 11,315,815 common shares and 544,449 common shares in the form of ADSs (as defined below) held by RY Holdings Inc.;
(ii) 20,000 common shares in the form of ADSs held by the Reporting Person (as defined below); and (iii) 820,000 common shares in the
form of ADSs issuable to the Reporting Person upon the exercise of vested options within 60 days after the date hereof. See Item 5.
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**
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Percentage calculated based on 68,257,209 common shares deemed to be outstanding with respect to the Reporting Person, which consists
of: (i) 67,437,209 common shares outstanding as of September 30, 2021; and (ii) 820,000 common shares in the form of ADSs issuable to
the Reporting Person upon the exercise of vested options within 60 days after the date hereof. See
Item 5.
|
This Amendment No. 9 (this “Amendment”)
amends and supplements the Statement on Schedule 13D filed by Rick Yan (“Mr. Yan”
or the “Reporting Person”) with the Securities and Exchange Commission (the “SEC”) on September
15, 2006 (the “Original Schedule”) as amended by Amendments No. 1 through 8 (the Original Schedule as so amended, the
“Schedule 13D”) with respect to common shares, par value $0.0001 per share (“Common Shares”), of
51job, Inc. (the “Issuer”), including Common Shares represented by American depositary shares (“ADSs”),
each ADS representing one Common Share. All capitalized terms used in this Amendment and not otherwise defined herein have the meanings
ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On January 12, 2022, Merger Sub submitted a proposal
letter (the “Proposal Letter”) to the board of directors of the Issuer (the “Board”) and the special
committee of the Board (the “Special Committee”) in connection with the Merger. In the Proposal Letter, Merger Sub
proposed to reduce the consideration paid per Common Share or per ADS in the Merger from US$79.05 to US$57.25 (the “Proposed
Revised Transaction”) and amend the Merger Agreement and certain other transaction documents to reflect the terms of the Proposed
Revised Transaction.
If the Proposed Revised Transaction is entered
into and consummated, the ADSs will be delisted from the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic
reports under the Exchange Act will terminate. In addition, the consummation of the Proposed Revised Transaction could result in one or
more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of
the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the
surviving company in the merger), and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer
would become a privately held company.
No assurance can be given that any proposal, any
definitive agreement or any transaction relating to the Proposed Revised Transaction will be entered into or consummated. The Proposal
provides that a binding obligation with respect to the Proposed Revised Transaction will result only from the execution of definitive
agreements, and then only on terms and conditions provided in such agreements.
The Reporting Person reserves his right to change
his plans and intentions in connection with any of the actions discussed in this Item 4. Any action taken by the Reporting Person may
be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms
of the Interim Investors Agreement and the Support Agreements. Subject to the terms of the Interim Investors Agreement and the Support
Agreements, the Reporting Person may, from time to time, acquire or cause affiliates to acquire additional Common Shares and/or ADSs,
dispose of some or all of his Common Shares and/or ADSs, engage in short-selling or hedging or similar transactions with respect to the
Common Shares and/or ADSs, and/or continue to hold Common Shares and/or ADSs.
The information disclosed in this Item 4 does
not purport to be complete and is qualified in its entirety by reference to the Proposal Letter. A copy of the Proposal Letter is attached
hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) – (b) The responses of the Reporting
Person to Rows 7 through 13 of the cover page of this Amendment are incorporated herein by reference. As of the date hereof, Mr. Yan may
be deemed to beneficially own, and have sole voting and dispositive power with respect to, an aggregate of 12,700,264 Common Shares, consisting
of: (i) 11,315,815 Common Shares and 544,449 Common Shares in the form of ADSs held by RY Holdings; (ii) 20,000 Common Shares in the form
of ADSs held by Mr. Yan; and (iii) 820,000 Common Shares in the form of ADSs issuable to Mr. Yan upon the exercise of vested options within
60 days after the date hereof, collectively representing approximately 18.6% of the 68,257,209 Common Shares deemed to be outstanding
with respect to the Reporting Person, which consists of: (i) 67,437,209 Common Shares outstanding as of September 30, 2021,
as set forth in the Issuer’s unaudited financial results for the third quarter of 2021 furnished
to the SEC on Form 6-K on December 16, 2021; and (ii) 820,000 Common Shares in the form of ADSs issuable to Mr. Yan upon the exercise
of vested options within 60 days after the date hereof.
The Reporting Person may be deemed to have
formed a “group” with the Continuing Shareholders pursuant to Section 13(d) of the Exchange Act as a result of their
actions in respect of the Merger. However, the Reporting Person expressly disclaims beneficial ownership for all purposes of the
Common Shares and ADSs beneficially owned (or deemed to be beneficially owned) by the Continuing Shareholders (other than the Common
Shares and ADSs owned by the Reporting Person and RY Holdings). The Reporting Person is only responsible for the information
contained in the Schedule 13D and this Amendment and assumes no responsibility for information contained in any other Schedule 13D
(or any amendment thereto) filed by any Continuing Shareholder (other than the Reporting Person) or any of its affiliates.
(c) Except as disclosed elsewhere in this Amendment
or as previously reported in the Schedule 13D, the Reporting Person has not effected any transactions in the Common Shares (including
Common Shares in the form of ADSs) during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of Issuer
Item 6 of the Schedule 13D is hereby supplemented by adding the following:
Item 4 of this Amendment is incorporated herein by reference.
On January 12, 2022, Merger Sub submitted to the
Board and the Special Committee the Proposal Letter described in Item 4 of this Amendment, which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
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.
Date: January 13, 2022
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