Amendment: SEC Form SCHEDULE 13G/A filed by SharkNinja Inc.
$SN
Consumer Electronics/Appliances
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)
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SHARKNINJA, INC. (Name of Issuer) |
Ordinary Shares, par value of $0.0001 per share (Title of Class of Securities) |
G8068L108 (CUSIP Number) |
06/03/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G8068L108 |
| 1 | Names of Reporting Persons
CJ Xuning Wang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,881,759.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
43.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) In June 2025, CJ Xuning Wang ("Mr. Wang") relinquished the voting power and investment power over 7,003,337 ordinary shares (or 4.97% of the total outstanding shares) of SharkNinja, Inc. (the "Issuer") to a Delaware LLC managed by U.S. residents while retaining an economic interest in these shares. As a result, Mr. Wang is no longer the beneficial owner of these shares and is filing this amendment to Schedule 13G to reflect the change.
(2) Note to Item 9: Consists of (i) 9,802,170 ordinary shares held of record by JS&W Capital Holding Limited Partnership ("JS&W Capital Holding"), the general partner of which is ultimately controlled by Mr. Wang, (ii) 50,156,923 ordinary shares held of record by JS&W Global Holding Limited Partnership ("JS&W Global Holding"), the general partner of which is ultimately controlled by Mr. Wang, and (iii) 922,666 ordinary shares held by Mr. Wang;
(3) Note to Item 11: This percentage is calculated based on 141,041,197 ordinary shares outstanding reported on the Issuer's Form 6-K dated May 8, 2025.
SCHEDULE 13G
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| CUSIP No. | G8068L108 |
| 1 | Names of Reporting Persons
JS&W Global Holding Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
50,156,923.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
35.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Note to Item 9: Consists of 50,156,923 ordinary shares held of record by JS&W Global Holding, the general partner of which is ultimately controlled by Mr. Wang; (2) Note to Item 11: This percentage is calculated based on 141,041,197 ordinary shares outstanding reported on the Issuer's Form 6-K dated May 8, 2025.
SCHEDULE 13G
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| CUSIP No. | G8068L108 |
| 1 | Names of Reporting Persons
JS&W Capital Holding Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,802,170.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Note to Item 9: Consists of 9,802,170 ordinary shares held of record by JS&W Capital Holding, the general partner of which is ultimately controlled by Mr. Wang; (2) Note to Item 11: This percentage is calculated based on 141,041,197 ordinary shares outstanding reported on the Issuer's Form 6-K dated May 8, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SHARKNINJA, INC. | |
| (b) | Address of issuer's principal executive offices:
89 A Street #100 Needham, MA, 02494 | |
| Item 2. | ||
| (a) | Name of person filing:
CJ Xuning Wang ("Mr. Wang")
JS&W Global Holding Limited Partnership ("JS&W Global Holding")
JS&W Capital Holding Limited Partnership ("JS&W Capital Holding")
(collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The address of principal business office of Mr. Wang is c/o SharkNinja, Inc., 89 A Street, Needham, MA 02494.
The address of principal business office of JS&W Global Holding is Unit 1, 39/F, East Tower of Cheung Kong Center II, 10 Harcourt Road, Central, Hong Kong.
The address of principal business office of JS&W Capital Holding is Unit 1, 39/F, East Tower of Cheung Kong Center II, 10 Harcourt Road, Central, Hong Kong. | |
| (c) | Citizenship:
Mr. Wang - Hong Kong, the People's Republic of China
JS&W Global Holding - Cayman Islands
JS&W Capital Holding - Cayman Islands | |
| (d) | Title of class of securities:
Ordinary Shares, par value of $0.0001 per share | |
| (e) | CUSIP No.:
G8068L108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Mr. Wang: 60,881,759 ordinary shares;
JS&W Global Holding: 50,156,923 ordinary shares;
JS&W Capital Holding: 9,802,170 ordinary shares. | |
| (b) | Percent of class:
Mr. Wang: 43.2%
JS&W Global Holding: 35.6%
JS&W Capital Holding: 6.9%
The foregoing percentages are calculated based on 141,041,197 ordinary shares issued and outstanding as reported on the Issuer's Form 6-K dated May 8, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mr. Wang: 922,666
JS&W Global Holding: 0
JS&W Capital Holding: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Mr. Wang: 59,959,093
JS&W Global Holding: 50,156,923
JS&W Capital Holding: 9,802,170 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. Wang: 922,666
JS&W Global Holding: 0
JS&W Capital Holding: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Wang: 59,959,093
JS&W Global Holding: 50,156,923
JS&W Capital Holding: 9,802,170 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated June 13, 2025, by and among CJ Xuning Wang, JS&W Global Holding Limited Partnership and JS&W Capital Holding Limited Partnership |