Statement of Ownership (sc 13g)
March 02 2020 - 5:07PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Q&K
International Group Limited
(Name of
Issuer)
Class A Ordinary Shares, par value $0.00001
per share
(Title
of Class of Securities)
G7308L 100 **
(CUSIP
Number)
December 31, 2019
(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)
¨ 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.
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).
** This
CUSIP number applies to the Class A ordinary shares (“Class A Ordinary Shares”) of Q&K International Group Limited
(the “Issuer”). CUSIP number 74738J 102 applies to the American Depositary Shares (ADSs”) of the Issuer, each
representing thirty (30) Class A Ordinary Shares.
|
CUSIP NO. G7308L 100
**
|
13
G
|
|
|
1
|
NAMES
OF REPORTING PERSONS
SAIF IV Consumer (BVI) Limited
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(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
120,000,000 (1)
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
120,000,000 (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
120,000,000 (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3% (2)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
(1)
|
As described in Item 4 below, SAIF
IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF
Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd.
(“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together
with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting
Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International
Group Limited (the “Issuer”). All of these shares are held directly by SAIF
IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is
SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole
shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to
share voting and dispositive power over the shares held directly by SAIF IV.
|
|
|
(2)
|
This percentage is calculated using
1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221
Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment
option in the Issuer’s initial public offering, pursuant to the Issuer’s
prospectus on Form 424B4 dated November 7, 2019 and press release announcing the
full exercise of over-allotment option in its initial public offering dated November 13,
2019.
|
|
CUSIP NO. G7308L 100
**
|
13
G
|
|
1
|
NAMES
OF REPORTING PERSONS
SAIF Partners IV L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(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
120,000,000 (1)
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
120,000,000 (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
120,000,000 (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3% (2)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
(1)
|
As described in Item 4 below, SAIF
IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF
Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd.
(“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together
with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting
Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International
Group Limited (the “Issuer”). All of these shares are held directly by SAIF
IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is
SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole
shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to
share voting and dispositive power over the shares held directly by SAIF IV.
|
|
|
(2)
|
This percentage is calculated using
1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221
Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment
option in the Issuer’s initial public offering, pursuant to the Issuer’s
prospectus on Form 424B4 dated November 7, 2019 and press release announcing the
full exercise of over-allotment option in its initial public offering dated November 13,
2019.
|
|
CUSIP NO. G7308L 100
**
|
13
G
|
|
|
1
|
NAMES
OF REPORTING PERSONS
SAIF IV GP, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(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
120,000,000 (1)
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
120,000,000 (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
120,000,000 (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3% (2)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
(1)
|
As described in Item 4 below, SAIF
IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF
Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd.
(“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together
with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting
Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International
Group Limited (the “Issuer”). All of these shares are held directly by SAIF
IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is
SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole
shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to
share voting and dispositive power over the shares held directly by SAIF IV.
|
|
|
(2)
|
This percentage is calculated using
1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221
Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment
option in the Issuer’s initial public offering, pursuant to the Issuer’s
prospectus on Form 424B4 dated November 7, 2019 and press release announcing the
full exercise of over-allotment option in its initial public offering dated November 13,
2019.
|
|
CUSIP NO. G7308L 100
**
|
13
G
|
|
|
1
|
NAMES
OF REPORTING PERSONS
SAIF IV GP Capital Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(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
120,000,000 (1)
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
120,000,000 (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
120,000,000 (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3% (2)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
(1)
|
As described in Item 4 below, SAIF
IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF
Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd.
(“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together
with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting
Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International
Group Limited (the “Issuer”). All of these shares are held directly by SAIF
IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is
SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole
shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to
share voting and dispositive power over the shares held directly by SAIF IV.
|
|
|
(2)
|
This percentage is calculated using
1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221
Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment
option in the Issuer’s initial public offering, pursuant to the Issuer’s
prospectus on Form 424B4 dated November 7, 2019 and press release announcing the
full exercise of over-allotment option in its initial public offering dated November 13,
2019.
|
|
CUSIP NO. G7308L 100
**
|
13
G
|
|
|
1
|
NAMES
OF REPORTING PERSONS
Andrew Y. Yan
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
(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
120,000,000 (1)
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
120,000,000 (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
120,000,000 (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3% (2)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
(1)
|
As described in Item 4 below, SAIF
IV Consumer (BVI) Limited (“SAIF IV”), SAIF Partners IV L.P. (“SAIF
Partners”), SAIF IV GP, L.P. (“SAIF IV GP”), SAIF IV GP Capital Ltd.
(“SAIF IV GP Capital”) and Andrew Y. Yan (“Yan” and together
with SAIF IV, SAIF Partners, SAIF IV GP amd SAIF IV GP Capital, the “Reporting
Persons”) beneficially own 120,000,000 Class A Ordinary Shares of Q&K International
Group Limited (the “Issuer”). All of these shares are held directly by SAIF
IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners is
SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole
shareholder of SAIF IV GP Capital. Accordingly, the Reporting Persons may be deemed to
share voting and dispositive power over the shares held directly by SAIF IV.
|
|
|
(2)
|
This percentage is calculated using
1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221
Class A Ordinary Shares outstanding upon closing of the full exercise of the over-allotment
option in the Issuer’s initial public offering, pursuant to the Issuer’s
prospectus on Form 424B4 dated November 7, 2019 and press release announcing the
full exercise of over-allotment option in its initial public offering dated November 13,
2019.
|
|
CUSIP NO. G7308L 100
**
|
13
G
|
|
Introductory
Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common
Stock”) of Q&K International Group Limited (the “Issuer”).
|
Item 1(a)
|
Name of Issuer:
|
Q&K International Group Limited
|
Item 1(b)
|
Address
of Issuer’s principal executive offices:
|
|
|
|
|
|
|
No. 596 Middle Longhua
Road
|
|
|
|
Xuhui Districk, Shanghai
200032
|
|
|
|
People’s Republic
of China
|
|
Items 2(a)
|
Name
of Reporting Persons filing:
|
|
|
SAIF
IV Consumer (BVI) Limited (“SAIF IV”)
|
|
|
SAIF
Partners IV L.P. (“SAIF Partners”)
|
|
|
SAIF
IV GP, Ltd. (“SAIF IV GP”)
|
|
|
SAIF
IV GP Capital Ltd. (“SAIF IV GP Capital”)
|
|
|
Andrew
Y. Yan (“Yan”)
|
|
Item 2(b)
|
Address or principal business office or, if none, residence:
|
|
|
|
Suites 2516-2520, Two Pacific Place, 88 Queensway, Hong Kong
|
|
|
Name
|
Citizenship or Place
of Organization
|
|
|
SAIF IV
|
British Virgin Islands
|
|
|
SAIF Partners
|
Cayman Islands
|
|
|
SAIF IV GP
|
Cayman Islands
|
|
|
SAIF IV GP Capital
|
Cayman Islands
|
|
|
Yan
|
Hong Kong
|
|
|
|
|
|
Item 2(d)
|
Title
of class of securities:
|
|
|
|
|
|
Class A Ordinary Shares, par value US$0.00001 per share
|
|
Item 2(e)
|
CUSIP
No.:
|
|
|
|
|
|
G7308L 100*
|
|
*This CUSIP number applies to the Class A
Ordinary Shares. CUSIP number 74738J 102 applies to the ADSs of the Issuer, each representing thirty (30) Class A
Ordinary Shares.
|
|
Item 4
|
Ownership
|
|
|
|
|
|
The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons
filing this statement on Schedule 13G is provided as of December 31, 2019.
|
|
CUSIP NO. G7308L 100
**
|
13
G
|
|
|
Reporting Persons
|
|
Shares
of Common
Stock Held Directly
|
|
|
Sole
Voting
Power
|
|
|
Shared
Voting
Power (1)
|
|
|
Sole
Dispositive
Power
|
|
|
Shared
Dispositive
Power (1)
|
|
|
Beneficial
Ownership
|
|
|
Percentage
of Class (1)
|
|
|
SAIF IV
|
|
|
120,000,000
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
120,000,000
|
|
|
|
11.3
|
%
|
|
SAIF Partners
|
|
|
0
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
120,000,000
|
|
|
|
11.3
|
%
|
|
SAIF IV GP
|
|
|
0
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
120,000,000
|
|
|
|
11.3
|
%
|
|
SAIF IV GP Capital
|
|
|
0
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
120,000,000
|
|
|
|
11.3
|
%
|
|
Yan
|
|
|
0
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
0
|
|
|
|
120,000,000
|
|
|
|
120,000,000
|
|
|
|
11.3
|
%
|
|
|
(1)
|
This percentage
is calculated using 1,065,292,221 Class A Ordinary Shares as the dominator, which is equal to 1,065,292,221 Class A
Ordinary Shares outstanding upon closing of the full exercise of the over-allotment option in the Issuer’s initial public
offering, pursuant to the Issuer’s prospectus on Form 424B4 dated November 7, 2019 and press release announcing
the full exercise of over-allotment option in its initial public offering dated November 13, 2019.
|
The 120,000,000 Class
A ordinary shares are held directly by SAIF IV. SAIF IV is wholly owned by SAIF Partners. The general partner of SAIF Partners
is SAIF IV GP. The general partner of SAIF IV GP is SAIF IV GP Capital. Yan is the sole shareholder of SAIF IV GP Capital. Accordingly,
the Reporting Persons may be deemed to share voting and dispositive power over the shares held directly by SAIF IV.
|
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.
|
|
Item 10
|
Certifications
|
|
|
|
|
|
Not applicable.
|
|
CUSIP NO. G7308L 100
**
|
13
G
|
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete
and correct.
Dated: March 2, 2020
SAIF IV Consumer (BVI) Limited
|
By:
|
SAIF Partners IV L.P.
|
|
Its:
|
Sole Shareholder
By: SAIF IV GP, L.P., its General Partner
By: SAIF IV GP Capital Ltd, its General Partner
|
|
By:
|
/s/
Andrew Y. Yan
|
|
|
|
Andrew Y. Yan, Sole Shareholder
|
|
|
|
|
|
SAIF Partners IV L.P.
|
|
By:
SAIF IV GP, L.P., its General Partner
By:
SAIF IV GP Capital Ltd, its General Partner
|
|
By:
|
/s/
Andrew Y. Yan
|
|
|
|
Andrew Y. Yan, Sole Shareholder
|
|
|
|
|
|
SAIF IV GP, L.P.
|
|
By: SAIF IV GP Capital Ltd, its General Partner
|
|
By:
|
/s/
Andrew Y. Yan
|
|
|
|
Andrew Y. Yan, Sole Shareholder
|
|
SAIF IV GP Capital Ltd.
|
By: SAIF IV GP Capital Ltd, its General Partner
|
|
By:
|
/s/
Andrew Y. Yan
|
|
|
|
Andrew Y. Yan, Sole Shareholder
|
|
|
By:
|
/s/
Andrew Y. Yan
|
|
|
|
Andrew Y. Yan, Sole Shareholder
|
|
|
CUSIP NO. G7308L 100
**
|
13 G
|
|
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