Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 09 2024 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Waterdrop Inc.
(Name of Issuer)
Ordinary Shares, par value of $0.000005 per
share
(Title of Class of Securities)
G94656 108
(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:
| * | 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 |
Names
of Reporting Persons
Peng Shen |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
| 3 |
SEC
Use Only |
| 4 |
Citizenship
or Place of Organization
People s Republic of China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
|
5 |
Sole Voting Power
801,908,979 ordinary shares. See Item 4. |
| 6 |
Shared Voting Power
0 |
| 7 |
Sole Dispositive Power
801,908,979 ordinary shares. See Item 4. |
| 8 |
Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
801,908,979 ordinary shares. See Item 4. |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
¨ |
| 11 |
Percent of Class Represented by Amount in Row (9)
21.7%. See Item 4. *The
voting power of the shares beneficially owned represents 71.3% of the total outstanding voting power. |
| 12 |
Type of Reporting Person
IN |
| * |
The percentage of voting power
is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s
holders of Class A Ordinary Shares and Class B Ordinary Shares as a single class as of December 31, 2023. 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 nine votes per share on all matters submitted to them for a vote. |
| 1 |
Names
of Reporting Persons
Neptune
Max Holdings Limited |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
¨
(b) ¨ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
|
5 |
Sole
Voting Power
801,904,979
ordinary shares. See Item 4. |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
801,904,979
ordinary shares. See Item 4. |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
801,904,979
ordinary shares. See Item 4. |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
| 11 |
Percent
of Class Represented by Amount in Row (9)
21.7%.
See Item 4. *The voting power of the shares beneficially owned represents 71.3% of the total
outstanding voting power. |
| 12 |
Type
of Reporting Person
CO |
| * |
The percentage of voting power
is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s
holders of Class A Ordinary Shares and Class B Ordinary Shares as a single class as of December 31, 2023. 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
nine votes per share on all matters submitted to them for a vote. |
| 1 |
Names
of Reporting Persons
First
Principles Z Holdings Limited |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
¨ (b)
¨ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
|
5 |
Sole
Voting Power
4,000
ordinary shares. See Item 4. |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
4,000
ordinary shares. See Item 4. |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,000
ordinary shares. See Item 4. |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
| 11 |
Percent
of Class Represented by Amount in Row (9)
0.0%.
See Item 4. *The voting power of the shares beneficially owned represents 0.0% of the total outstanding voting power. |
| 12 |
Type
of Reporting Person
CO |
| * |
The percentage of voting power
is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s
holders of Class A Ordinary Shares and Class B Ordinary Shares as a single class as of December 31, 2023. 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 nine votes per share on all matters submitted to them for a vote. |
| Item 1(a). | Name of Issuer: |
Waterdrop Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Block C, Wangjing Science and Technology Park
No. 2 Lize Zhonger Road, Chaoyang District, Beijing
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Peng Shen
Neptune Max Holdings Limited
First Principles Z Holdings Limited
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Peng Shen
Block C, Wangjing Science and Technology Park
No. 2 Lize Zhonger Road, Chaoyang District, Beijing
People’s Republic of China
Neptune Max Holdings Limited
Sertus Chambers, P.O. Box 905, Quastisky Building
P.O. Box 2221, Road Town, Tortola
British Virgin Islands
First Principles Z Holdings Limited
Sertus Chambers, P.O. Box 905, Quastisky Building
P.O. Box 2221, Road Town, Tortola
British Virgin Island
Peng Shen —People’s Republic of China
Neptune Max Holdings Limited —British Virgin Islands
First Principles Z Holdings Limited — British Virgin
Islands
| Item 2(d). | Title of Class of Securities: |
Ordinary shares, par value of $0.000005 per share
The Issuer’s ordinary shares consist of Class A
ordinary shares, par value of $0.000005 per share (“Class A Ordinary Shares”) and Class B ordinary shares, par
value of $0.000005 per share (“Class B Ordinary Shares”). The rights of the holders of Class A Ordinary Shares
and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary
Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Each Class B Ordinary Share is
entitled to nine votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
G94656 108
| 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: |
Not applicable
The following information with respect to the ownership
of the ordinary shares by each of the reporting persons is provided as of December 31, 2023:
| | |
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 | |
| Peng Shen | |
| 801,908,979 | (2) | |
| 21.7 | % | |
| 801,908,979 | (2) | |
| 0 | | |
| 801,908,979 | (2) | |
| 0 | |
| Neptune Max Holdings Limited | |
| 801,904,979 | (3) | |
| 21.7 | % | |
| 801,904,979 | (3) | |
| 0 | | |
| 801,904,979 | (3) | |
| 0 | |
| First Principles Z Holdings Limited | |
| 4,000 | (4) | |
| 0.0 | % | |
| 4,000 | (4) | |
| 0 | | |
| 4,000 | (4) | |
| 0 | |
| (1) | The percentage of the class of securities beneficially owned by each reporting person is based
on 3,701,622,010 outstanding ordinary shares as a single class as of December 31, 2023, being
the sum of 2,899,717,031 Class A Ordinary Shares (excluding 382,539,490 Class A Ordinary
Shares, comprising of Class A Ordinary Shares issued to the depositary of the Issuer for bulk
issuance of American depositary shares (“ADSs”) and reserved for future issuances upon
the exercise or vesting of awards granted under share incentive plans, and Class A Ordinary Shares
in the form of ADSs held in treasury), and 801,904,979 Class B Ordinary Shares, assuming conversion
of all Class B Ordinary Shares into Class A Ordinary Shares. |
| (2) | Includes (i) 801,904,979 Class B Ordinary Share held of record by Neptune Max Holdings
Limited, a British Virgin Islands company. Neptune Max Holdings Limited is 99% owned by a family trust
set up by Mr. Shen and 1% owned by Mr. Shen. Mr. Shen acts as the sole director of Neptune
Max Holdings Limited, and possesses the sole voting power over the shares held by Neptune Max Holdings
Limited; and (ii) 4,000 Class A Ordinary Shares directly held by First Principles Z Holdings
Limited, a British Virgin Islands company. Mr. Shen acts as the sole director of First Principles
Z Holdings Limited. |
The registered address of Neptune Max Holdings Limited
and First Principles Z Holdings Limited is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin
Islands.
The voting power of the shares beneficially owned by the
reporting person represents 71.3% of the total voting power of all outstanding ordinary shares of the Issuer. The percentage of voting
power is calculated based on the aggregate voting power of all Class A Ordinary Shares and Class B Ordinary Shares outstanding
as of December 31, 2023.
| (3) | Includes 801,904,979 Class B Ordinary Shares directly held by Neptune Max Holdings Limited. |
The voting power of the shares beneficially owned by the
reporting person represents 71.3% of the total voting power of all outstanding ordinary shares of the Issuer. The percentage of voting
power is calculated based on the aggregate voting power of all Class A Ordinary Shares and Class B Ordinary Shares outstanding
as of December 31, 2023.
| 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
LIST OF 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.
Dated:
February 9, 2024
|
Neptune Max Holdings Limited |
| |
By: |
/s/ Peng Shen |
| |
Name: |
Peng Shen |
| |
Title: |
Director |
|
First Principles Z Holdings Limited |
| |
By: |
/s/ Peng Shen |
| |
Name: |
Peng Shen |
| |
Title: |
Director |
[Signature
Page to Schedule 13G/A]
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