New insider Liu Yanjun Jayla claimed ownership of 27,326 shares and claimed ownership of 18,215 units of Restricted Stock (SEC Form 3)
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/16/2026 |
3. Issuer Name and Ticker or Trading Symbol
Cheche Group Inc. [ CCG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 27,326 | D | |
| Restricted Stock | 8,814(1) | D | |
| Restricted Stock | 9,401(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option | (3) | 12/31/2033 | Class A Common Stock | 36,800 | $0.1 | D | |
| Stock Option | (4) | 03/01/2034 | Class A Common Stock | 350 | $0.1 | D | |
| Stock Option | (5) | 06/30/2034 | Class A Common Stock | 20,000 | $0.1 | D | |
| Stock Option | (6) | 03/31/2035 | Class A Common Stock | 1,000 | $0.1 | D | |
| Stock Option | (7) | 03/31/2035 | Class A Common Stock | 10,000 | $0.1 | D | |
| Explanation of Responses: |
| 1. On April 1, 2021, pursuant to the 2019 Equity Incentive Plan, the Reporting Person was granted the restricted stock. As of the reporting date, all of the restricted stock has fully vested, but remains subject to transfer restrictions. Such restrictions will lapse, and the shares will become transferable upon the date that is 30 months following the Issuer's initial public offering date ("IPO" date). |
| 2. On January 1, 2023, pursuant to the 2019 Equity Incentive Plan, the Reporting Person was granted the restricted stock. All of the restricted stock was fully vested upon grant, but remains subject to transfer restrictions. Such restrictions will lapse, and the shares will become transferable upon the date that is 30 months following the Issuer's IPO date. |
| 3. On December 31, 2023, pursuant to the 2023 Equity Incentive Plan, the Reporting Person was granted stock options to purchase a total of 36,800 shares of the Issuer's common stock. The options vest in equal annual installments over a four-year period, with the first vesting date on December 31, 2024. These options become exercisable upon vesting. Any unvested portion of the options will be forfeited upon the Reporting Person's termination of service. |
| 4. On March 1, 2024, pursuant to the 2019 Equity Incentive Plan, the Reporting Person was granted stock options to purchase a total of 350 shares of the Issuer's common stock. All of the options were fully vested upon grant. The options become exercisable in installments of 30%, 30%, and 40% upon the dates that are six months, eighteen months, and thirty months, respectively, following the grant date. |
| 5. On June 30, 2024, pursuant to the 2023 Equity Incentive Plan, the Reporting Person was granted stock options to purchase a total of 20,000 shares of the Issuer's common stock. As of the reporting date, all options are vested and exercisable. |
| 6. On March 31, 2025, pursuant to the 2023 Equity Incentive Plan, the Reporting Person was granted stock options to purchase a total of 1,000 shares of the Issuer's common stock. All of the options were fully vested upon grant. The options become exercisable in installments of 30%, 30%, and 40% upon the dates that are six months, eighteen months, and thirty months, respectively, following the grant date. |
| 7. On March 31, 2025, pursuant to the 2023 Equity Incentive Plan, the Reporting Person was granted stock options to purchase a total of 10,000 shares of the Issuer's common stock. The options vest in equal annual installments over a two-year period, with the first vesting date on March 31, 2026. The vesting will be performance-based, with vesting percentages of 0%, 50%, and 100%, respectively. These options become exercisable upon vesting. Any unvested portion of the options will be forfeited upon the Reporting Person's termination of service. |
| /s/ Yanjun Jayla Liu | 03/16/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||