Amendment: SEC Form SC 13D/A filed by Lanvin Group Holdings Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)

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 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, as amended (the “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) Includes (i) 18,811,415 ordinary shares, par value $0.000001 per share (“Ordinary Shares”) held by Fosun Fashion Holdings (Cayman) Limited and (ii) 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited. Fosun Fashion Holdings (Cayman) Limited is wholly owned by Fosun International Limited (HKSE Stock Code: 00656). Yujing Fashion (BVI) Limited is wholly owned by Yu Jing Industrial Limited, which is in turn wholly owned by Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655). Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority owned by Fosun International Limited (HKSE Stock Code: 00656) indirectly through a number of intermediate subsidiaries.

(2) Includes (i) 65,451,209 Ordinary Shares held by Fosun International Limited, (ii) 18,811,415 Ordinary Shares held by Fosun Fashion Holdings (Cayman) Limited and (iii) 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited.

(3) Based on 141,069,399 Ordinary Shares of the Issuer outstanding as of August 5, 2024, as determined based on the records of the Issuer.

(1)  Based on 141,069,399 Ordinary Shares of the Issuer outstanding as of August 5, 2024, as determined based on the records of the Issuer.

(1) Represents 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited. Yujing Fashion (BVI) Limited is wholly owned by Yu Jing Industrial Limited, which is in turn wholly owned by Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655). Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority owned by Fosun International Limited (HKSE Stock Code: 00656) indirectly through a number of intermediate subsidiaries.

(2) Based on 141,069,399 Ordinary Shares of the Issuer outstanding as of August 5, 2024, as determined based on the records of the Issuer.

(1) Represents 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited. Yujing Fashion (BVI) Limited is wholly owned by Yu Jing Industrial Limited, which is in turn wholly owned by Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655). Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority owned by Fosun International Limited (HKSE Stock Code: 00656) indirectly through a number of intermediate subsidiaries.

(2) Based on 141,069,399 Ordinary Shares of the Issuer outstanding as of August 5, 2024, as determined based on the records of the Issuer.

(1) Represents 6,071,591 Ordinary Shares held by Yujing Fashion (BVI) Limited. Yujing Fashion (BVI) Limited is wholly owned by Yu Jing Industrial Limited, which is in turn wholly owned by Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655). Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (SSE Stock Code: 600655) is majority owned by Fosun International Limited (HKSE Stock Code: 00656) indirectly through a number of intermediate subsidiaries.

(2) Based on 141,069,399 Ordinary Shares of the Issuer outstanding as of August 5, 2024, as determined based on the records of the Issuer.

EXPLANATORY NOTE

This Amendment No. 5 (this “Amendment”), jointly filed on behalf of Fosun International Limited (“Fosun International”), Fosun Fashion Holdings (Cayman) Limited (“FFH”), Yujing Fashion (BVI) Limited (“Yujing Fashion”), Yu Jing Industrial Limited (“Yu Jing”) and Shanghai Yuyuan Tourist Mart (Group) Co., Ltd (“Yuyuan” and, together with Fosun International, FFH, Yujing Fashion and Yu Jing, the “Reporting Persons” and each a “Reporting Person”), relates to the ordinary shares, par value $0.000001 per share (the “Ordinary Shares”) of Lanvin Group Holdings Limited (the “Issuer”), and amends and supplements the Schedule 13D filed by the Reporting Persons on December 23, 2022 with the SEC, as amended by Amendment No. 1 filed by the Reporting Persons on December 18, 2023, Amendment No. 2 filed by the Reporting Persons on February 7, 2024, Amendment No. 3 filed by the Reporting Persons on April 9, 2024 and as amended further by Amendment No. 4 filed by the Reporting Persons on June 17, 2024 (the “Schedule 13D”). Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule 13D.

Unless specifically amended hereby, the disclosure set forth in the Schedule 13D remains unchanged.

Item 2. Identity and Background

The name, residence or business address, present principal occupation and country of citizenship of each director and executive officer of Yuyuan included in Section (a) of Item 2 of the Schedule 13D are hereby amended and restated in their entirety as set forth below:

Yuyuan

(d)   During the last five years, none of the Reporting Persons, and, to the Reporting Persons’ knowledge, none of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)   During the last five years, none of the Reporting Persons, and, to the Reporting Persons’ knowledge, none of the Covered Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer

This Amendment is being filed to update the percentages of the Ordinary Shares beneficially owned by the Reporting Persons in connection with the Issuer’s repurchase of its Ordinary Shares from Meritz pursuant to the side letter that the Issuered entered into on April 30, 2024 with Meritz, which modified the Amended and Restated Relationship Agreement (the “Meritz Side Letter”). Pursuant to the Meritz Side Letter, the Issuer agreed to repurchase from Meritz 5,245,648 Ordinary Shares in aggregate for a total purchase price of US$20.0 million under the prescribed schedule therein. The Issuer completed repurchases of (i) 1,328,704 Ordinary Shares on May 3, 2024 for US$5.0 million, (ii) 1,318,129 Ordinary Shares on July 2, 2024 for US$5.0 million, and (iii) 1,305,220 on August 2, 2024 for US$5.0 million. The percentages of the Ordinary Shares that may be deemed to be owned by the Reporting Persons have changed since the Reporting Persons’ last Schedule 13D filing solely as a result of the repurchases by the Issuer under the Meritz Side Letter, not in connection with a disposition of any Ordinary Shares by the Reporting Persons.

Section (a) and Section (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)-(b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. Fosun International directly beneficially owns 65,451,209, or 46.40%, of the Ordinary Shares. FFH directly beneficially owns 18,811,415, or 13.33%, of the Ordinary Shares. Yujing Fashion directly beneficially owns 6,071,591, or 4.30%, of the Ordinary Shares. Yu Jing as the sole shareholder of Yujing Fashion, and Yuyuan as the sole shareholder of Yu Jing, may be deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the 6,071,591 Ordinary Shares owned directly by Yujing Fashion. Fosun International as the sole shareholder of FFH and the indirect majority shareholder of Yujing Fashion may be deemed to have shared voting and dispositive power, and therefore, beneficial ownership, over the 18,811,415 and 6,071,591 Ordinary Shares owned directly by FFH and Yujing Fashion, respectively.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owners of the Ordinary Shares.

(c)   None of the Reporting Persons has effected and, to the best knowledge of the Reporting Persons, none of the Covered Persons has effected any transactions in the Ordinary Shares since the most recent filing of the Schedule 13D on June 17, 2024.

(d)   Except as disclosed herein, no other person is known to have the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the Ordinary Shares to which this Schedule 13D relates.

(e)   Not applicable.

Item 7. Materials to be Filed as Exhibits

* Previously filed. 

SIGNATURES

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: August 6, 2024