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.
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)
|
NAME OF REPORTING PERSONS
|
|
Lucky Cup Holdings Limited
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
¨
|
|
|
|
|
|
|
|
|
(b)
|
x
|
|
|
|
|
|
|
(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
|
|
0
|
(6)
|
SHARED VOTING POWER
|
|
136,172,000 Class B ordinary shares(1)
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
0
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
136,172,000 Class B ordinary shares(1)
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
136,172,000 Class B ordinary shares(1)
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
6.7% (2)
|
(12)
|
TYPE OF REPORTING PERSON*
|
|
CO
|
(1)
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Each Class A
ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. The voting power of the ordinary
shares beneficially owned by the reporting person represents 10.4% of the total outstanding voting power of all Class A and Class
B Shares of the Issuer.
(2)
Percentage calculated based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares
issued and outstanding as of January 17, 2020 upon the completion of the offering and the full exercise of the option to purchase
additional ADSs by the underwriters.
(1)
|
NAME OF REPORTING PERSONS
|
|
Fortunate Cup Holdings Limited
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
¨
|
|
|
|
|
|
|
|
|
(b)
|
x
|
|
|
|
|
|
|
(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
|
|
0
|
(6)
|
SHARED VOTING POWER
|
|
8,606,500 Class B ordinary shares(1)
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
0
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
8,606,500 Class B ordinary shares(1)
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
8,606,500 Class B ordinary shares(1)
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0.4%(2)
|
(12)
|
TYPE OF REPORTING PERSON*
|
|
CO
|
(1)
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Each Class A
ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. The voting power of the ordinary
shares beneficially owned by the reporting person represents 0.7% of the total outstanding voting power of all Class A and Class
B Shares of the Issuer.
(2)
Percentage calculated based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares
issued and outstanding as of January 17, 2020 upon the completion of the offering and the full exercise of the option to purchase
additional ADSs by the underwriters.
(1)
|
NAME OF REPORTING PERSONS
|
|
Centurium Capital Partners 2018, L.P.
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
¨
|
|
|
|
|
|
|
|
|
(b)
|
x
|
|
|
|
|
|
|
(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
|
|
0
|
(6)
|
SHARED VOTING POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
0
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
144,778,500 Class B ordinary shares(1)
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
7.1%(2)
|
(12)
|
TYPE OF REPORTING PERSON*
|
|
PN
|
(1)
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Each Class A
ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. The voting power of the ordinary
shares beneficially owned by the reporting person represents 11.0% of the total outstanding voting power of all Class A and Class
B Shares of the Issuer.
(2)
Percentage calculated based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares
issued and outstanding as of January 17, 2020 upon the completion of the offering and the full exercise of the option to purchase
additional ADSs by the underwriters.
(1)
|
NAME OF REPORTING PERSONS
|
|
Centurium Capital Partners 2018 GP Ltd.
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
¨
|
|
|
|
|
|
|
|
|
(b)
|
x
|
|
|
|
|
|
|
(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
|
|
0
|
(6)
|
SHARED VOTING POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
0
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
144,778,500 Class B ordinary shares(1)
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
7.1%(2)
|
(12)
|
TYPE OF REPORTING PERSON*
|
|
CO
|
(1)
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Each Class A
ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. The voting power of the ordinary
shares beneficially owned by the reporting person represents 11.0% of the total outstanding voting power of all Class A and Class
B Shares of the Issuer.
(2)
Percentage calculated based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares
issued and outstanding as of January 17, 2020 upon the completion of the offering and the full exercise of the option to purchase
additional ADSs by the underwriters.
(1)
|
NAME OF REPORTING PERSONS
|
|
Centurium Holdings Ltd.
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
¨
|
|
|
|
|
|
|
|
|
(b)
|
x
|
|
|
|
|
|
|
(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
|
|
0
|
(6)
|
SHARED VOTING POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
0
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
144,778,500 Class B ordinary shares(1)
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
7.1%(2)
|
(12)
|
TYPE OF REPORTING PERSON*
|
|
CO
|
(1)
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Each Class A
ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. The voting power of the ordinary
shares beneficially owned by the reporting person represents 11.0% of the total outstanding voting power of all Class A and Class
B Shares of the Issuer.
(2)
Percentage calculated based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares
issued and outstanding as of January 17, 2020 upon the completion of the offering and the full exercise of the option to purchase
additional ADSs by the underwriters.
(1)
|
NAME OF REPORTING PERSONS
|
|
Centurium Holdings (BVI) Ltd.
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
¨
|
|
|
|
|
|
|
|
|
(b)
|
x
|
|
|
|
|
|
|
(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
|
|
0
|
(6)
|
SHARED VOTING POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
0
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
144,778,500 Class B ordinary shares(1)
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
7.1%(2)
|
(12)
|
TYPE OF REPORTING PERSON*
|
|
CO
|
(1)
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Each Class A
ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. The voting power of the ordinary
shares beneficially owned by the reporting person represents 11.0% of the total outstanding voting power of all Class A and Class
B Shares of the Issuer.
(2)
Percentage calculated based on 791,647,728 Class A ordinary shares and 1,233,527,072 Class B ordinary shares
issued and outstanding as of January 17, 2020 upon the completion of the offering and the full exercise of the option to purchase
additional ADSs by the underwriters.
(1)
|
NAME OF REPORTING PERSONS
|
|
Hui Li
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
¨
|
|
|
|
|
|
|
|
|
(b)
|
x
|
|
|
|
|
|
|
(3)
|
SEC USE ONLY
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
(5)
|
SOLE VOTING POWER
|
|
0
|
(6)
|
SHARED VOTING POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
0
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
144,778,500 Class B ordinary shares(1)
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
144,778,500 Class B ordinary shares(1)
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
7.1%(2)
|
(12)
|
TYPE OF REPORTING PERSON*
|
|
IN
|
(1)
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Each Class A
ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. The voting power of the ordinary
shares beneficially owned by the reporting person represents 11.0% of the total outstanding voting power of all Class A and Class
B Shares of the Issuer.
(2) Percentage calculated based on 791,647,728 Class A
ordinary shares and 1,233,527,072 Class B ordinary shares issued and outstanding as of January 17, 2020 upon the completion of
the offering and the full exercise of the option to purchase additional ADSs by the underwriters.
|
Item 1(a).
|
Name of Issuer:
|
Luckin Coffee Inc. (the “Issuer”)
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
17/F Block A, Tefang Portman Tower, No.81 Zhanhong Road
Siming District, Xiamen, Fujian, People’s Republic of China 361008
|
|
Item 2(a).
|
Name of Person Filing:
|
Lucky Cup Holdings Limited
|
|
Fortunate Cup Holdings Limited
|
|
Centurium Capital Partners 2018, L.P.
|
|
Centurium Capital Partners 2018 GP Ltd.
|
|
Centurium Holdings Ltd.
|
|
Centurium Holdings (BVI) Ltd.
|
|
Hui Li
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
For each of Lucky Cup Holdings Limited, Fortunate Cup Holdings Limited, Centurium Capital Partners 2018, L.P., Centurium Capital Partners 2018 GP Ltd., and Centurium Holdings Ltd.:
|
|
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
|
|
For Centurium Holdings (BVI) Ltd.:
|
|
Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands
|
|
For Hui Li:
|
|
Suite 1008, Two Pacific Place, 88 Queensway, Hong Kong
|
|
Item 2(c).
|
Citizenship or Place of Organization:
|
Lucky Cup Holdings Limited - Cayman Islands
|
|
Fortunate Cup Holdings Limited - Cayman Islands
|
|
Centurium Capital Partners 2018, L.P. - Cayman Islands
|
|
Centurium Capital Partners 2018 GP Ltd. - Cayman Islands
|
|
Centurium Holdings Ltd. - Cayman Islands
|
|
Centurium Holdings (BVI) Ltd. - British Virgin Islands
|
|
Hui Li - Hong Kong
|
|
Item 2(d).
|
Title of Class of Securities:
|
American Depositary Shares each representing eight (8) Class A ordinary shares, par value US$0.000002 per share
|
54951L109 (American depositary shares of the Issuer)
|
|
Item 3.
|
Statement Filed
Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
|
|
|
|
Number of shares as to which such person has:
|
Reporting
Person
|
Amount Beneficially
Owned
|
Percent of Class(1)
|
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
|
Lucky Cup Holdings Limited
|
136,172,000
|
6.7%
|
0
|
136,172,000
|
0
|
136,172,000
|
Fortunate Cup Holdings Limited
|
8,606,500
|
0.4%
|
0
|
8,606,500
|
0
|
8,606,500
|
Centurium Capital Partners 2018, L.P.
|
144,778,500(2)
|
7.1%(3)
|
0
|
144,778,500
|
0
|
144,778,500
|
Centurium Capital Partners 2018 GP Ltd.
|
144,778,500(2)
|
7.1%(3)
|
0
|
144,778,500
|
0
|
144,778,500
|
Centurium Holdings Ltd.
|
144,778,500(2)
|
7.1%(3)
|
0
|
144,778,500
|
0
|
144,778,500
|
Centurium Holdings (BVI) Ltd.
|
144,778,500(2)
|
7.1%(3)
|
0
|
144,778,500
|
0
|
144,778,500
|
Hui Li
|
144,778,500(2)
|
7.1%(3)
|
0
|
144,778,500
|
0
|
144,778,500
|
|
(1)
|
As a percentage of 2,025,174,800 ordinary shares of the Issuer, comprised of 791,647,728 Class A Shares and 1,233,572,072 Class B Shares.
|
|
(2)
|
Represents (i) 136,172,000 Class B ordinary shares held by Lucky Cup Holdings Limited, a Cayman Islands company wholly
owned by Centurium Capital Partners 2018, L.P. (“CCP 2018”) and ultimately controlled by Hui Li; and (ii) 8,606,500
Class B ordinary shares held by Fortunate Cup Holdings Limited, a Cayman Islands company wholly owned by CCP 2018 and ultimately
controlled by Hui Li. Centurium Capital Partners 2018 GP Ltd. (“CCP 2018 GP”), is the sole General Partner of CCP 2018;
Centurium Holdings Ltd., is the sole shareholder of CCP 2018 GP; Centurium Holdings (BVI) Ltd. is the sole shareholder of Centurium
Holdings Ltd; Hui Li is the sole shareholder of Centurium Holdings (BVI) Ltd. Pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder, each of CCP 2018 GP, Centurium Holdings Ltd., Centurium Holdings
(BVI) Ltd and Hui Li may be deemed to indirectly beneficially own the shares of the Issuer held by Lucky Cup Holdings Limited
and Fortunate Cup Holdings Limited.
|
|
(3)
|
The voting power of the ordinary shares beneficially owned by the reporting persons represents 11.0% of the total outstanding
voting power of all Class A and Class B Shares of the Issuer.
|
|
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
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct:
Dated: February 13, 2020
Signature block for each filer who is an individual:
|
|
Hui Li
|
By:
|
/s/ Hui Li
|
|
|
Signature block for each filer who is an entity:
|
|
|
|
Lucky Cup Holdings Limited
|
By:
|
/s/ Hui
Li
|
|
Name:
|
Hui Li
|
|
Title:
|
Director
|
|
|
Fortunate Cup Holdings Limited
|
By:
|
/s/ Hui
Li
|
|
Name:
|
Hui Li
|
|
Title:
|
Director
|
|
|
Centurium Capital Partners 2018, L.P.
|
By:
|
Centurium Capital Partners 2018 GP Ltd.,
General Partner
|
|
|
|
|
By:
|
/s/ Hui
Li
|
|
Name:
|
Hui Li
|
|
Title:
|
Director
|
|
|
Centurium Capital Partners 2018 GP Ltd.
|
By:
|
/s/ Hui Li
|
|
Name:
|
Hui Li
|
|
Title:
|
Director
|
|
|
Centurium Holdings Ltd.
|
By:
|
/s/ Hui Li
|
|
Name:
|
Hui Li
|
|
Title:
|
Director
|
|
|
Centurium Holdings (BVI) Ltd.
|
By:
|
/s/ Hui Li
|
|
Name:
|
Hui Li
|
|
Title:
|
Director
|
[Signature Page to Schedule 13G]
LIST OF EXHIBITS
Exhibit No.
|
|
Description
|
99.1
|
|
Joint Filing Agreement
|