| 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) 03/17/2026 |
3. Issuer Name and Ticker or Trading Symbol
17 Education & Technology Group Inc. [ YQ ] |
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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) |
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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 | ||||
| Options | (1) | 01/10/2031 | Class A ordinary shares | 23,360(1) | $0.0014 | D | |
| Options | (2) | 07/10/2031 | Class A ordinary shares | 25,000(2) | $0.0014 | D | |
| Options | (3) | 10/10/2034 | Class A ordinary shares | 900,000(3) | $0.0014 | D | |
| Options | (4) | 10/10/2035 | Class A ordinary shares | 3,000,000(4) | $0.0014 | D | |
| Options | (5) | 10/10/2035 | Class A ordinary shares | 2,000,000(5) | $0.0014 | D | |
| Explanation of Responses: |
| 1. On January 10, 2021, the reporting person was granted the options to purchase 50,000 Class A ordinary shares of 17 Education & Technology Group Inc. (the "Company"). These options have been fully vested, of which 26,640 options have been exercised and 23,360 options remain exercisable. |
| 2. On July 10, 2021, the reporting person was granted the options to purchase 50,000 Class A ordinary shares of the Company. These options have been fully vested, of which 25,000 options have been exercised and 25,000 options remain exercisable. |
| 3. On October 10, 2024, the reporting person was granted the options to purchase 900,000 Class A ordinary shares of the Company. These options vest in three equal annual installments beginning on the grant date, i.e., October 10, 2024. |
| 4. On October 10, 2025, the reporting person was granted the options to purchase 3,000,000 Class A ordinary shares of the Company. These options vest in three equal annual installments beginning on the grant date, i.e., October 10, 2025. |
| 5. On October 10, 2025, the reporting person was granted the options to purchase 2,000,000 Class A ordinary shares of the Company. These options are subject to performance-based vesting conditions and will vest in two tranches upon the achievement of certain performance targets within a three-year period. |
| /s/ Sishi Zhou | 03/17/2026 | |
| ** 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. | ||