Amendment: SEC Form SCHEDULE 13G/A filed by Yatsen Holding Limited
$YSG
Package Goods/Cosmetics
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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Yatsen Holding Limited (Name of Issuer) |
Class A Ordinary Shares, par value US$0.00001 per share (Title of Class of Securities) |
985194109 (CUSIP Number) |
12/31/2024 (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. | 985194109 |
| 1 | Names of Reporting Persons
Banyan Partners Fund III, L.P. | ||||||||
| 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
77,409,586.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comments to item 2(b): This statement on Schedule 13G is filed by Banyan Partners Fund III, L.P. ("Banyan Fund III"), Banyan Partners Fund III-A, L.P. ("Banyan Fund III-A") and Banyan Partners III Ltd. ("Banyan III GP", collectively with Banyan Fund III and Banyan III-A, the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
Comments to item 6&8&9: Such 77,409,586 Class A ordinary shares are held by Banyan Fund III directly. Banyan Fund III-A directly holds 13,337,759 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III and Banyan Fund III-A.
Comments to item 10: Banyan Fund III disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund III-A.
Comments to item 11: Calculation is based on 2,144,848,572 ordinary shares outstanding as of February 29, 2024, consisting of 1,478,275,692 Class A ordinary shares and 666,572,880 Class B ordinary shares, as reported in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2024 (the "Issuer's 20-F Filing"). Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Banyan Fund III represent approximately 0.5% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 985194109 |
| 1 | Names of Reporting Persons
Banyan Partners Fund III-A, L.P. | ||||||||
| 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
13,337,759.00 | ||||||||
| 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)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comments to item 2(b): This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
Comments to item 6&8&9: Such 13,337,759 Class A ordinary shares are held by Banyan Fund III-A directly. Banyan Fund III directly holds 77,409,586 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III and Banyan Fund III-A.
Comments to item 10: Banyan Fund III-A disclaims beneficial ownership over shares reported herein that are directly held by Banyan Fund III.
Comments to item 4: Calculation is based on 2,144,848,572 ordinary shares outstanding as of February 29, 2024, consisting of 1,478,275,692 Class A ordinary shares and 666,572,880 Class B ordinary shares, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Banyan Fund III-A represent approximately 0.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 985194109 |
| 1 | Names of Reporting Persons
Banyan Partners III Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 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
90,747,345.00 | ||||||||
| 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)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Comments to item 2(b): This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
Comments to item 6&8&9: Consists of (i) 77,409,586 Class A ordinary shares directly held by Banyan Fund III and (ii) 13,337,759 Class A ordinary shares directly held by Banyan Fund III-A. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the shares held by Banyan Fund III and Banyan Fund III-A.
Comments to item 4: Calculation is based on 2,144,848,572 ordinary shares outstanding as of February 29, 2024, consisting of 1,478,275,692 Class A ordinary shares and 666,572,880 Class B ordinary shares, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Banyan III GP represent approximately 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Yatsen Holding Limited | |
| (b) | Address of issuer's principal executive offices:
Building 35, No. 2519 Xingang East Road, Haizhu District, Guangzhou 510330, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
Banyan Partners Fund III, L.P. ("Banyan Fund III")
Banyan Partners Fund III-A, L.P. ("Banyan Fund III-A")
Banyan Partners III Ltd. ("Banyan III GP") | |
| (b) | Address or principal business office or, if none, residence:
The address of each of Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. and Banyan Partners III Ltd. is:
c/o Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman, KY1-9008
Cayman Islands | |
| (c) | Citizenship:
Banyan Partners Fund III, L.P.: Cayman Islands
Banyan Partners Fund III-A, L.P.: Cayman Islands
Banyan Partners III Ltd.: Cayman Islands | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value US$0.00001 per share | |
| (e) | CUSIP No.:
985194109 | |
| 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:
Banyan Partners Fund III, L.P. directly holds 77,409,586 Class A ordinary shares.
Banyan Partners Fund III-A, L.P. directly holds 13,337,759 Class A ordinary shares.
Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may in the aggregate exercise voting and dispositive power over 90,747,345 Class A ordinary shares held by Banyan Fund III and Banyan Fund III-A.
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. In addition, Banyan Partners Fund III, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund III-A, L.P.; and Banyan Partners Fund III-A, L.P. disclaims beneficial ownership over the shares reported herein directly held by Banyan Partners Fund III, L.P. | |
| (b) | Percent of class:
Banyan Partners Fund III, L.P. beneficially owns 5.2% of the outstanding Class A ordinary shares, 3.6% of the total outstanding ordinary shares and 0.5% of the aggregate voting power.
Banyan Partners Fund III-A, L.P. beneficially owns 0.9% of the outstanding Class A ordinary shares, 0.6% of the total outstanding ordinary shares and 0.1% of the aggregate voting power.
Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, in the aggregate beneficially owns 6.1% of the outstanding Class A ordinary shares, 4.2% of the total out standing ordinary shares and 0.6% of the aggregate voting power.
The above-mentioned percents of class are calculated based on 1,478,275,692 outstanding Class A ordinary shares and 666,572,880 outstanding Class B ordinary shares as reported in the Issuer's 20-F Filing. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Banyan Partners Fund III, L.P. holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Banyan Partners Fund III-A, L.P. holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Banyan Partners III Ltd. holds no Class A ordinary shares with sole voting power or the ability to direct the vote. | ||
| (ii) Shared power to vote or to direct the vote:
Banyan Partners Fund III, L.P. holds 77,409,586 Class A ordinary shares with shared voting power or the ability to direct the vote.
Banyan Partners Fund III, L.P-A. holds 13,337,759 Class A ordinary shares with shared voting power or the ability to direct the vote.
Banyan Partners III Ltd. holds 90,747,345 Class A ordinary shares with shared voting power or the ability to direct the vote. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Banyan Partners Fund III, L.P. holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Banyan Partners Fund III-A, L.P. holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Banyan Partners III Ltd. holds no Class A ordinary shares with sole power to dispose of or direct the disposition of. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Banyan Partners Fund III, L.P. holds 77,409,586 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Banyan Partners Fund III, L.P-A. holds 13,337,759 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Banyan Partners III Ltd. holds 90,747,345 Class A ordinary shares with shared power to dispose of or direct the disposition of. | ||
| 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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Comments accompanying signature: Not Applicable.
Exhibit Information
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Exhibit I: Joint Filing Agreement by and among Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. and Banyan Partners III Ltd (incorporated by reference to Exhibit I to the Schedule 13G filed with the U.S. Securities and Exchange Commission by the Reporting Persons on February 10, 2021. |