SEC Form SC 13D/A filed by KE Holdings Inc (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

KE Holdings Inc.

(Name of Issuer)

Class A ordinary shares, par value US$0.00002 per share

(Title of Class of Securities)

482497 104**

(CUSIP Number)

Baihui Partners L.P. 

Oriental Electronic Technology Building,

No. 2 Chuangye Road, Haidian District,

Beijing 100086

People’s Republic of China

+86 10 5810 4689

With copies to:

Tao Xu, Chief Financial Officer

KE Holdings Inc.

Oriental Electronic Technology Building,

No. 2 Chuangye Road, Haidian District,

Beijing 100086

People’s Republic of China

+86 10 5810 4689

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 11, 2022

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** CUSIP number 482497 104 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on the New York Stock Exchange under the symbol “BEKE.” Each ADS represents three class A ordinary shares.

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).

⁽¹⁾Represents 885,301,280 class A ordinary shares of which the record owner is Propitious Global Holdings Limited, over which Baihui Partners L.P. acquired voting power pursuant to an Irrevocable Proxy and Power of Attorney (as amended) executed and delivered by Propitious Global Holdings Limited.

⁽²⁾Calculation is based on a total of 3,793,220,806 issued and outstanding ordinary shares (consisting of 3,635,326,756 class A ordinary shares and 157,894,050 class B ordinary shares) of the Issuer as of May 11, 2022 as a single class, reported on the Issuer’s current report on Form 6-K filed on May 11, 2022.

Explanatory Note

Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 2 to Statement on Schedule 13D (this “Amendment”) amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 29, 2021 as amended and supplemented by Amendment No. 1 filed with the Commission on November 8, 2021 (the “Statement”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Statement.

Item 3 of the Statement is hereby amended and supplemented by adding the following:

On May 11, 2022, the Issuer completed a dual primary listing (the “Listing”) of its class A ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited by way of introduction. Upon the Listing, Propitious Global Holdings Limited converted all of its 727,407,230 class B ordinary shares into class A ordinary shares on a one-to-one basis.

Item 4 of the Statement is hereby amended and supplemented by adding the following:

The information furnished in Item 3 of this Amendment is incorporated into this Item 4 by reference.

Item 5(a) and 5(b) of the Statement are hereby amended and supplemented by adding the following:

The responses of the Reporting Person to Rows (7) through (13) of the cover page of this Amendment are hereby incorporated by reference in this Item 5.

The percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is based on a total of 3,793,220,806 issued and outstanding ordinary shares (consisting of 3,635,326,756 class A ordinary shares and 157,894,050 class B ordinary shares) of the Issuer as of May 11, 2022 as a single class, reported on the Issuer’s current report on Form 6-K filed on May 11, 2022. Each holder of class A ordinary shares of the Issuer is entitled to one vote per share and each holder of class B ordinary shares of the Issuer is entitled to ten votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into class A ordinary shares on a one-to-one basis.

The shares beneficially owned by the Reporting Person represent approximately 23.3% of the total issued and outstanding ordinary shares of the Issuer.

Item 5(c) of the Statement is hereby amended and supplemented by adding the following:

(c): Except as disclosed in this Amendment, the Reporting Person has not effected any transaction in the ordinary shares of the Issuer during the past 60 days.

Item 6 of the Statement is hereby amended and supplemented by adding the following:

The information set forth in Item 3 of this Amendment is hereby incorporated by reference in its entirety.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2022