Amendment: SEC Form SC 13D/A filed by LexinFintech Holdings Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

LexinFintech Holdings Ltd.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001

(Title of Class of Securities)

528877 103⁽¹⁾

(CUSIP Number)

Rui Zhang

c/o KPartners Limited

Room C, 20/F, Lucky Plaza, 315-321

Lockhart Road

Wan Chai

Hong Kong

Telephone: +852 3902-3783

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 17, 2024

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ¨

* 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).

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Amendment”) constitutes Amendment No. 7 to the Schedule 13D (the “Original Schedule 13D”) filed with the U.S. Securities and Exchange Commission (“SEC”) on January 4, 2018, Amendment No. 1 to the Original Schedule 13D filed with the SEC on May 6, 2019 (the “Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed with the SEC on December 18, 2020 (the “Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed with the SEC on July 12, 2023 (the “Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D filed with the SEC on October 12, 2023 (the “Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D filed with the SEC on April 22, 2024 (the “Amendment No. 5”) and Amendment No. 6 to the Original Schedule 13D filed with the SEC on June 7, 2024 (the “Amendment No. 6,” together with the Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4 and the Amendment No. 5 as the “Original Filing”) by the Reporting Persons with respect to the Class A Ordinary Shares, par value $0.0001 per share (the “Shares”), of LexinFintech Holdings Ltd., a company organized under the laws of the Cayman Islands (the “Company”), whose principal executive offices are located at 27/F, CES Tower, No. 3099 Keyuan South Road, Nanshan District, Shenzhen 518057, the People’s Republic of China.

Item 2. Identity and Background

Item 2 of the Original Filing is hereby supplemented by the following:

(a)-(c), (f) This Schedule 13D is being jointly filed by (i) Rui Zhang, a Singapore citizen and (ii) KPartners Limited, a Cayman Islands company (collectively, the “Reporting Persons” and each, a “Reporting Persons”). Since May 14, 2019, Rui Zhang has been the controlling shareholder and a director of KPartners Limited. The principal business of the Reporting Persons is at Room C, 20/F, Lucky Plaza, 315-321, Lockhart Road, Wan Chai, Hong Kong.

(d), (e) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or as a result of such proceeding 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 3. Source and Amount of Funds or Other Considerations.

Item 3 of the Original Filing is hereby supplemented by the following:

K2 Partners II Limited, a Hong Kong company, solely engages in investment holding and is solely owned by K2 Partners II L.P., a Cayman Islands limited partnership, whose general partner is K2 Partners II GP, L.P., a Cayman Islands limited partnership. The general partner of K2 Partners II GP, L.P. is K2 Partners II GP, LLC, which is a Cayman Islands company and a majority-owned subsidiary of KPartners Limited. Evergreen Holdings II Limited is a British Virgin Islands company indirectly controlled by Rui Zhang.

On September 17, 2024, K2 Partners II Limited disposed of an aggregate of 8,468,844 Shares as in-kind distribution to K2 Partners II L.P. On the same date, K2 Partners II L.P. distributed 35,332 Shares as in-kind distribution to K2 Partners II GP, L.P., 1,727,644 Shares to Evergreen Holdings II Limited, and 6,705,868 Shares to other entities which are unaffiliated with the Reporting Persons.

Following such distributions, the aggregate number of Shares beneficially owned by the Reporting Persons is 14,539,972.

Item 5. Interest in Securities of the Issuer.

Item 5(a) and (b) of the Original Filing is hereby amended and restated as follows:

(a), (b) Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote Shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote Shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of Shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of Shares, see Row 8 of the cover page of each Reporting Person. The percentage of shares identified is based on 328,825,787 ordinary shares (being the sum of 257,483,560 Class A Ordinary Shares and 71,342,227 Class B Ordinary Shares) of the Issuer outstanding as of February 29, 2024 as a single class, as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 29, 2024.

As of the date hereof, the Reporting Persons are no longer beneficial owners of more than five percent of the Issuer’s outstanding ordinary shares as a single class. This filing represents an exit filing for the Reporting Persons.

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: September 18, 2024