Amended Statement of Beneficial Ownership (sc 13d/a)
March 03 2023 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cango Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
137586 103**
(CUSIP
Number)
Mr. Xiaojun Zhang
8F, New Bund Oriental Plaza II
556 West Haiyang Road, Pudong New Area
Shanghai 200124
Peoples Republic of China
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Yi Gao, Esq.
Simpson
Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
+852-2514-7600
March 2, 2023
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons 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. |
** |
This CUSIP number applies to the Issuers American Depositary Shares (ADSs), each representing
two Class A ordinary shares. There is no CUSIP number assigned to the Class A ordinary shares. |
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, as amended (the Exchange 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).
CUSIP NO. 137586 103
|
|
|
|
|
|
|
1. |
|
Names of Reporting Persons.
Xiaojun Zhang |
2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☒
|
3. |
|
SEC Use Only
|
4. |
|
Source of Funds (See
Instructions) OO |
5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
|
Citizenship or Place of
Organization Peoples Republic of
China |
|
|
|
|
|
|
|
Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
Sole Voting Power
49,814,133(1) |
|
8. |
|
Shared Voting Power
|
|
9. |
|
Sole Dispositive Power
49,814,133(1) |
|
10. |
|
Shared Dispositive Power
|
|
|
|
|
|
|
|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,814,133(1) |
12. |
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class
Represented by Amount in Row (11) 20.2%(2) |
14. |
|
Type of Reporting Person
(See Instructions) IN |
(1) |
Represents (i) 38,275,787 Class B ordinary shares held by Eagle Central Holding Limited and (ii)
11,538,346 Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him. |
(2) |
The percentage of the class of securities beneficially owned by such reporting person is calculated based on
(i) 196,605,493 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2022, as provided by the Issuer, (ii) 38,275,787 Class B ordinary shares beneficially owned by the reporting person, assuming the
conversion of all such Class B ordinary shares into the same number of Class A ordinary shares and (iii) 11,538,346 Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof
pursuant to the terms of the options granted to him, assuming such options were exercised. |
The voting power of the
shares beneficially owned by the reporting person represents 46.6% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially
owned by such reporting person by the voting power of (i) a total of 196,605,493 Class A ordinary shares and 72,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2022, as provided by the
Issuer, as well as (ii) 11,538,346 Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. In
respect of all matters subject to a shareholders vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is
convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
CUSIP NO. 137586 103
|
|
|
|
|
|
|
1. |
|
Names of Reporting Persons.
Eagle Central Holding Limited |
2. |
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
3. |
|
SEC Use Only
|
4. |
|
Source of Funds (See
Instructions) OO |
5. |
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ |
6. |
|
Citizenship or Place of
Organization British Virgin
Islands |
|
|
|
|
|
|
|
Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
Sole Voting Power
38,275,787(1) |
|
8. |
|
Shared Voting Power
|
|
9. |
|
Sole Dispositive Power
38,275,787(1) |
|
10. |
|
Shared Dispositive Power
|
|
|
|
|
|
|
|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,275,787(1) |
12. |
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class
Represented by Amount in Row (11) 16.3%(2) |
14. |
|
Type of Reporting Person
(See Instructions) CO |
(1) |
Represents 38,275,787 Class B ordinary shares held by Eagle Central Holding Limited.
|
(2) |
The percentage of the class of securities beneficially owned by such reporting person is calculated based on
(i) 196,605,493 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2022 and (ii) 38,275,787 Class B ordinary shares beneficially owned by the reporting person, assuming the conversion of all such
Class B ordinary shares into the same number of Class A ordinary shares. |
Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment) hereby amends the initial Schedule 13D filed with the U.S. Securities and
Exchange Commission on June 23, 2022 (the Original Schedule 13D, and as amended by this Amendment, this Schedule 13D), on behalf of each of Mr. Xiaojun Zhang, a citizen of the Peoples Republic of
China, and Eagle Central Holding Limited, a company established in the British Virgin Islands and wholly owned by Mr. Xiaojun Zhang. Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains
unchanged, and capitalized terms used but not defined herein have the meanings assigned thereto in the Original Schedule 13D.
Item 3. Source and
Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended by replacing the third paragraph thereof in its entirety
with the following:
On June 16, 2022, the Issuer granted options to purchase 6,000,000 Class A ordinary shares (the Special Option
Grant) to Mr. Xiaojun Zhang. All of such share options vested immediately upon grant and have an exercise price of US$0.2951 per Class A ordinary share as of the date hereof. The exercise price has been adjusted from the amount
reported in the Original Schedule 13D due to the special cash dividend of US$0.5 per ordinary share paid by the Issuer to its shareholders on November 23, 2022.
Item 5. Interest in Securities of the Issuer
Item 5
of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Items 2, 3 and 6 of this Schedule
13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
(a)-(b) The responses of each Reporting Person to
rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5.
As of the date hereof,
(i) 38,275,787 Class B ordinary shares are held directly by Eagle Central Holding Limited, and (ii) Mr. Xiaojun Zhang holds options to purchase up to 11,538,346 Class A ordinary shares exercisable within 60 days of the date
hereof.
The percentage of the class of securities beneficially owned is calculated based on (i) 196,605,493 Class A ordinary shares of the Issuer
issued and outstanding as of December 31, 2022, as provided by the Issuer, (ii) 38,275,787 Class B ordinary shares beneficially owned by the Reporting Persons, assuming the conversion of all such Class B ordinary shares into the same
number of Class A ordinary shares and (iii) 11,538,346 Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such
options were exercised, as applicable.
The voting power of the shares beneficially owned by Mr. Xiaojun Zhang represents 46.6% of the total
outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of (i) a total of
196,605,493 Class A ordinary shares and 72,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2022, as provided by the Issuer, as well as (ii) 11,538,346 Class A ordinary shares that
Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. In respect of all matters subject to a shareholders vote, each
Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the
holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
In addition to the Special Option Grant, as described further in Item 6 below, the Issuer previously granted
certain options to purchase Class A ordinary shares to Mr. Xiaojun Zhang pursuant to the Issuers 2018 share incentive plan (the 2018 Plan).
By virtue of the voting agreement described further in Item 6 below, the Reporting Persons and certain parties thereto may each be deemed to be a member of a
group for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of any such group.
Each Reporting Person disclaims beneficial ownership of the Class A ordinary shares that may be deemed to be beneficially owned solely by virtue of the voting agreement.
(c) The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 5. Mr. Xiaojun Zhang
became the beneficial owner of 1,253,049 additional Class A ordinary shares underlying share options which will vest within 60 days from the date hereof. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any
transactions relating to the Class A ordinary Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended by replacing the sixth
paragraph under the caption Option Grants thereof in its entirety with the following:
As of the date hereof, the exercise price of
outstanding options pursuant to the grants described above is US$0.2951 per Class A ordinary share. The exercise price has been adjusted from the amount reported in the Original Schedule 13D due to the special cash dividend of US$0.5 per
ordinary share paid by the Issuer to its shareholders on November 23, 2022.
Signatures
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: March 3, 2023
|
|
|
XIAOJUN ZHANG |
|
|
By: |
|
/s/ Xiaojun Zhang |
|
EAGLE CENTRAL HOLDING LIMITED |
|
|
By: |
|
/s/ Xiaojun Zhang |
|
|
Name: Xiaojun Zhang |
|
|
Title: Authorized Signatory |
Cango (NYSE:CANG)
Historical Stock Chart
From May 2024 to Jun 2024
Cango (NYSE:CANG)
Historical Stock Chart
From Jun 2023 to Jun 2024