Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 08 2024 - 8:35AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 6)*
LexinFintech Holdings Ltd.
(Name of Issuer)
Ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
528877 103**
(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:
¨ |
Rule 13d-1(b) |
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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 528877 103 has been assigned to the American Depositary
Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Select Market under the symbol “LX.” Each
ADS represents two Class A ordinary shares of the issuer. No CUSIP number has been assigned to 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).
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1 |
Name of Reporting Person
Wenjie Xiao |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
People’s Republic of China |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
78,793,597(1) |
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6 |
Shared Voting Power
0 |
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7 |
Sole Dispositive Power
78,793,597(1) |
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8 |
Shared Dispositive Power
0 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
78,793,597(1) |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
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11 |
Percent of Class Represented by Amount in Row 9
24.0% |
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12 |
Type of Reporting Person
IN |
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(1) Represents 3,584,018
ADSs, representing 7,168,036 Class A ordinary shares, and 71,342,227 Class B ordinary shares held by Installment Payment Investment Inc.,
a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust, and 283,334 Class A ordinary shares
issuable to Mr. Wenjie Xiao upon exercise of options granted to him within 60 days after December 31, 2023. The beneficiaries of The
JX Chen Family Trust are Mr. Wenjie Xiao and his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares
held by Installment Payment Investment Inc. 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 ten votes per share 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.
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1 |
Name of Reporting Person
The JX Chen Family Trust |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
Cayman Islands |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
78,510,263(2) |
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6 |
Shared Voting Power
0 |
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7 |
Sole Dispositive Power
78,510,263(2) |
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8 |
Shared Dispositive Power
0 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
78,510,263(2) |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
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11 |
Percent of Class Represented by Amount in Row 9
23.9% |
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12 |
Type of Reporting Person
OO |
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(2) Represents 3,584,018
ADSs, representing 7,168,036 Class A ordinary shares, and 71,342,227 Class B ordinary shares held by Installment Payment Investment Inc.
Installment Payment Investment Inc. is controlled by The JX Chen Family Trust.
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1 |
Name of Reporting Person
Installment Payment Investment Inc. |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
British Virgin Islands |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
78,510,263(3) |
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6 |
Shared Voting Power
0 |
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7 |
Sole Dispositive Power
78,510,263(3) |
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8 |
Shared Dispositive Power
0 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
78,510,263(3) |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
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11 |
Percent of Class Represented by Amount in Row 9
23.9% |
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12 |
Type of Reporting Person
CO |
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(3) Represents 3,584,018
ADSs, representing 7,168,036 Class A ordinary shares, and 71,342,227 Class B ordinary shares held by Installment Payment Investment Inc.
Item 1(a). |
Name of Issuer:
LexinFintech Holdings Ltd. (the “Issuer”) |
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
27/F CES Tower, No. 3099 Keyuan South Road, Nanshan District, Shenzhen 518057, People's Republic of China |
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Item 2(a). |
Name of
Person Filing:
(i) Wenjie Xiao,
(ii) The JX Chen Family Trust, and
(iii) Installment Payment Investment Inc. (collectively, the “Reporting
Persons”) |
Item 2(b). |
Address
of Principal Business Office or, if none, Residence:
Wenjie Xiao
c/o 27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518057
People's Republic of China
The JX Chen Family Trust
2/F., The Grand Pavilion Commercial Centre
802 West Bay Road
P.O. Box 10338, KY1-1003, Grand Cayman
Cayman Islands
Installment
Payment Investment Inc.
c/o 27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518057
People's Republic of China |
Item 2(c). |
Citizenship:
Wenjie Xiao – People Republic of China
The JX Chen Family Trust – Cayman Islands
Installment Payment Investment Inc. – British Virgin Islands |
Item 2(d). |
Title of
Class of Securities:
Ordinary shares, $0.0001 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 ten votes per share 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:
528877 103
This CUSIP number applies to the American depositary shares of the
Issuer, each representing two Class A ordinary shares of the Issuer, par value $0.0001 per share. No CUSIP has been assigned to the ordinary
shares. |
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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: |
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Not applicable |
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: | |
Wenjie Xiao | |
| 78,793,597 | (1) | |
| 24.0 | %(2) | |
| 74.3 | %(3) | |
| 78,793,597 | (1) | |
| 0 | | |
| 78,793,597 | (1) | |
| 0 | |
The JX Chen Family Trust | |
| 78,510,263 | (4) | |
| 23.9 | %(2) | |
| 74.3 | %(3) | |
| 78,510,263 | (4) | |
| 0 | | |
| 78,510,263 | (4) | |
| 0 | |
Installment Payment Investment Inc. | |
| 78,510,263 | (4) | |
| 23.9 | %(2) | |
| 74.3 | %(3) | |
| 78,510,263 | (4) | |
| 0 | | |
| 78,510,263 | (4) | |
| 0 | |
| (1) | Represents 3,584,018 ADSs, representing 7,168,036 Class A ordinary
shares, and 71,342,227 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin
Islands and controlled by The JX Chen Family Trust, and 283,334 Class A ordinary shares issuable to Mr. Wenjie Xiao upon exercise of
options granted to him within 60 days after December 31, 2023. The beneficiaries of The JX Chen Family Trust are Mr. Wenjie Xiao and
his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares held by Installment Payment Investment Inc.
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 ten
votes per share 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. |
| (2) | The percentage of class of securities beneficially owned by each
Reporting Person is based on a total of 328,260,411 ordinary shares (being the sum of 256,918,184 Class A ordinary shares and 71,342,227
Class B ordinary shares) of the Issuer outstanding as of December 31, 2023 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. |
| (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 Class A and Class
B ordinary shares of the Issuer as a single class. 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 ten votes per share on all matters submitted to them for vote. |
| (4) | Represents 3,584,018 ADSs, representing 7,168,036 Class A ordinary
shares, and 71,342,227 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin
Islands and controlled by The JX Chen Family Trust. 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 5. |
Ownership of Five Percent or Less of a Class: |
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Not applicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
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Not applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: |
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Not applicable |
Item 8. |
Identification and Classification of Members of the Group: |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group: |
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Not applicable |
Item 10. |
Certifications: |
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Not applicable |
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 8, 2024
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WENJIE XIAO |
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/s/ Wenjie Xiao |
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The JX Chen Family Trust |
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By: |
/s/ Yeu Chi Fai |
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/s/ Li Shunk Ling |
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Name: |
Yeu Chi Fai / Li Shuk Ling |
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on behalf of TMF (Cayman) Ltd. |
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Title: |
Trustee |
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INSTALLMENT PAYMENT INVESTMENT INC. |
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By: |
/s/ Wenjie Xiao |
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Name: |
Wenjie Xiao |
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Title: |
Director |
LIST OF EXHIBITS
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under
the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as
such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the shares of ordinary shares, par value of $0.0001 per share, of LexinFintech Holdings Ltd., a Cayman Islands
company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement as of February 8, 2024.
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WENJIE XIAO |
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/s/ Wenjie Xiao |
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The JX Chen Family Trust |
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By: |
/s/ Yeu Chi Fai |
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/s/ Li Shunk Ling |
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Name: |
Yeu Chi Fai / Li Shuk Ling |
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on behalf of TMF (Cayman) Ltd. |
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Title: |
Trustee |
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INSTALLMENT PAYMENT INVESTMENT INC. |
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By: |
/s/ Wenjie Xiao |
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Name: |
Wenjie Xiao |
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Title: |
Director |
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