|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
KE Holdings Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.00002 per share (Title of Class of Securities) |
482497104 (CUSIP Number) |
Tencent Holdings Limited Level 29, Three Pacific Place, No. 1 Queen's Road East Wanchai, K3, HKG 852 3148 5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 482497104 |
| 1 |
Name of reporting person
Tencent Holdings 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
295,185,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 482497104 |
| 1 |
Name of reporting person
Tencent Mobility Ltd | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
245,499,801.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value US$0.00002 per share | |
| (b) | Name of Issuer:
KE Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Oriental Electronic Technology Building, No. 2 Chuangye Road, Haidian District, Beijing,
CHINA
, 100086. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on December 20, 2024 (as amended to date, the "Schedule 13D"), relating to the Class A ordinary shares, par value US$0.00002 per share (the "Class A Ordinary Shares"), and American depositary shares, each representing three Class A Ordinary Shares ("ADSs"), of KE Holdings Inc., a limited liability company organized and existing under the laws of the Cayman Islands (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Schedule A (attached as Exhibit 99.A) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows:
Attached in Exhibit 99.A as Schedule A, and incorporated herein by reference, is information concerning each director and executive officer of the Reporting Persons (collectively, the "Related Persons"), which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
(d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the Related Persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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. | |
| (b) | Please see Item 2(a) above. | |
| (c) | Please see Item 2(a) above. | |
| (d) | Please see Item 2(a) above. | |
| (e) | Please see Item 2(a) above. | |
| (f) | Please see Item 2(a) above. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule D is hereby amended and supplemented by adding the following before the sub-title named "General" in this Item:
On February 10, 2025, Parallel Stellar surrendered 2 Class A Ordinary Shares of the Issuer.
On September 30, 2025, Sunshine Peak, TPP I SPV and TPP II SPV, entities controlled by Tencent Plus Partners ("TPP"), executed a distribution plan of Class A Ordinary Shares they held through on-market transactions in the amount of 13,323,284 ADSs representing 39,969,852 Class A Ordinary Shares of the Issuer, and distributing the proceeds to their limited partners. TPP is under Tencent and facilitates collaboration with external capital partners by investing with Tencent. Tencent's interest (excluding TPP) in BEKE remains unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows.
(a) - (b)
Items 7 through 11 and 13 of each of the cover page of the Schedule 13D for the Reporting Persons are incorporated herein by reference. As of the date hereof:
Tencent Mobility may be deemed to be the beneficial owner, and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of 245,499,801 Class A Ordinary Shares held of record by Tencent Mobility, representing 7.2% of the total issued and outstanding Class A Ordinary Shares;
TPP I GP may be deemed to be the beneficial owner, and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of 516,195 Class A Ordinary Shares represented by 172,065 ADSs held of record by TPP I GP, representing 0.02% of the total issued and outstanding Class A Ordinary Shares;
Morespark may be deemed to be the beneficial owner, and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of 49,169,495 Class A Ordinary Shares held of record by Morespark, representing 1.4% of the total issued and outstanding Class A Ordinary Shares; and
Tencent is the parent company of Tencent Mobility, TPP I GP and Morespark.
As such, Tencent may deemed to be the beneficial owner, and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of an aggregate of 295,185,491 Class A Ordinary Shares held of record by Tencent Mobility, TPP I GP and Morespark, representing 8.7% of the total issued and outstanding Class A Ordinary Shares.
The beneficial ownership percentage above is calculated based on 3,403,080,518 Class A Ordinary Shares of the Issuer issued and outstanding as of September 25, 2025, as disclosed in the current report on Form 6-K furnished to the United States Securities and Exchange Commission (the "SEC") by the Issuer on September 29, 2025.
To the knowledge of the Reporting Persons, none of the Related Persons beneficially owns any Class A Ordinary Shares. | |
| (b) | Please see Item 5(a) above. | |
| (c) | Except as described in Item 4, during the past 60 days, none of the Reporting Persons or to the best knowledge of the Reporting Persons, the Related Persons has effected any transactions in the Class A Ordinary Shares. | |
| (d) | Except as set forth in the Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit 99.A: Schedule A | ||
| 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.
|
|
|
|
|