UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Qifu Technology, Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
88557W 101**
(CUSIP Number)
Ruby Finance Holdings Ltd.
c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town
Grand Cayman KY1-9008, Cayman Islands
FountainVest China Capital Partners GP3 Ltd.
c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681
Grand Cayman KY1-1111, Cayman Islands
+852-3972 3900
With copies to:
| Brian Lee, Esq. c/o FountainVest Partners (Asia) Limited Suites 2501-2503 & 2514-2516 Two International Finance Centre 8 Finance Street, Central, Hong Kong +852-3972 3900 |
Douglas Freeman, Esq. Victor Chen, Esq. Chi Pan, Esq. Goodwin Procter (Hong Kong) LLP c/o 38th Floor, Edinburgh Tower, The Landmark 15 Queen’s Road Central Central, Hong Kong +852 3658 5300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 18, 2024
(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.
| * | This statement on Schedule 13D constitutes Amendment No.9 to the initial Schedule 13D (the “Original Schedule 13D”) filed on December 9, 2019 on behalf of each of Ruby Finance Investment Ltd. (“Ruby Investment”), Ruby Finance Holdings Ltd. (“Ruby Holdings”), and FountainVest China Capital Partners GP3 Ltd. (“FountainVest”), as amended by the Amendment No.1 to the Original Schedule 13D filed on December 20, 2019 (the “Amendment No.1”), the Amendment No.2 to the Original Schedule 13D filed on January 2, 2020 (the “Amendment No.2”), the Amendment No.3 to the Original Schedule 13D filed on December 21, 2020 (the “Amendment No.3”), the Amendment No.4 to the Original Schedule 13D filed on March 23, 2021 (the “Amendment No.4”), the Amendment No.5 to the Original Schedule 13D filed on April 2, 2021 (the “Amendment No.5”), the Amendment No.6 to the Original Schedule 13D filed on December 13, 2021 (the “Amendment No.6”), the Amendment No.7 to the Original Schedule 13D filed on January 4, 2022 (the “Amendment No.7”), and the Amendment No.8 to the Original Schedule 13D filed on May 16, 2023 (the “Amendment No.8”, together with the Original Schedule 13D, the Amendment No. 1, the Amendment No.2, the Amendment No.3, the Amendment No.4, the Amendment No.5, the Amendment No.6, and the Amendment No.7, the “Original 13D Filings”), with respect to Class A ordinary shares, par value of $0.00001 per share (“Class A Ordinary Shares”) of Qifu Technology, Inc., a Cayman Islands company (“Issuer”). Ruby Investment was dissolved on March 31, 2022 and therefore was no longer a reporting person on this Amendment 9. |
| ** | The CUSIP number of 88557W 101 applies to the American depositary shares of the Issuer (“ADSs”). Each American depositary share represents two Class A Ordinary Shares. No CUSIP number has been assigned to the 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).
| CUSIP No. 88557W 101 | 13D/A | Page 2 of 7 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Ruby Finance Holdings Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
15,012,834 Class A Ordinary Shares (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,012,834 Class A Ordinary Shares (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,012,834 Class A Ordinary Shares (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6% of the Class A Ordinary Shares (2) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Representing 15,012,834 Class A Ordinary Shares in the form of 7,506,417 ADSs held by the Ruby Holdings. |
| (2) | Based on 322,929,669 Class A Ordinary Shares issued and outstanding as of February 28, 2023 as disclosed in the Issuer’s annual report on Form 20-F for the year end December 31, 2022, filed by the Issuer on April 27, 2023. |
| CUSIP No. 88557W 101 | 13D/A | Page 3 of 7 Pages |
| 1 |
NAMES OF REPORTING PERSONS
FountainVest China Capital Partners GP3 Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
15,012,834 Class A Ordinary Shares (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,012,834 Class A Ordinary Shares (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,012,834 Class A Ordinary Shares (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6% of the Class A Ordinary Shares (2) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Representing 15,012,834 Class A Ordinary Shares in the form of 7,506,417 ADSs held by the Ruby Holdings. Ruby Holdings is controlled by FountainVest. |
| (2) | Based on 322,929,669 Class A Ordinary Shares issued and outstanding as of February 28, 2023 as disclosed in the Issuer’s annual report on Form 20-F for the year end December 31, 2022, filed by the Issuer on April 27, 2023. |
| CUSIP No. 88557W 101 | 13D/A | Page 4 of 7 Pages |
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 9”) amends and supplements the Original 13D Filings. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Original 13D Filings. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original 13D Filings.
Item 5. Interest in Securities of the Issuer.
Item 5(c) of the Original Schedule 13D Filing is hereby amended and restated as follows:
Ruby Holdings instructed Citibank, N.A. or its affiliate to sell up to 2,469,651 ADSs over a period of 10 business days from March 5, 2024 through March 18, 2024. The sale of the ADSs was in connection with the cash settlement of the PVSF Transaction (as described below in Item 6).
The weighted average price per share, exclusive of any fees, commissions or other expenses for the sales made between March 5, 2024 through March 18, 2024 are as set forth below:
| Date |
Shares Sold | Average Price | Sale Price Range | |||||||||
| March 5, 2024 |
246,965 | $ | 15.2355 | $ | 15.1199 – 15.3696 | |||||||
| March 6, 2024 |
246,965 | $ | 15.6383 | $ | 15.4700 – 16.0550 | |||||||
| March 7, 2024 |
246,965 | $ | 15.2308 | $ | 15.1442 – 15.5900 | |||||||
| March 8, 2024 |
246,965 | $ | 15.3401 | $ | 15.1700 – 15.5500 | |||||||
| March 11, 2024 |
246,965 | $ | 15.4304 | $ | 15.1900 – 15.9275 | |||||||
| March 12, 2024 |
246,965 | $ | 16.2810 | $ | 15.5500 – 16.6100 | |||||||
| March 13, 2024 |
246,965 | $ | 18.2802 | $ | 16.5000 – 19.0300 | |||||||
| March 14, 2024 |
246,965 | $ | 18.4177 | $ | 17.6400 – 18.6100 | |||||||
| March 15, 2024 |
246,965 | $ | 18.4760 | $ | 18.2800 – 18.9100 | |||||||
| March 18, 2024 |
246,966 | $ | 18.3431 | $ | 18.0992 – 18.5200 | |||||||
Item 5(e) of the Original Schedule 13D Filing is hereby amended and restated as follows:
Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Class A Ordinary Shares of the Issuer on March 18, 2024.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
This Amendment No. 9 amends and supplements the statement on Amendment No. 4, as amended and supplemented by the statement on Amendment No. 8. The disclosure set forth in Item 6 of Amendment No. 4, as amended and supplemented by the disclosure set forth in Item 6 of Amendment No. 8, is incorporated by reference.
This Amendment No. 9 is being filed in relation to the cash settlement of the PVSF Transaction previously reported in Amendment No. 4.
| CUSIP No. 88557W 101 | 13D/A | Page 5 of 7 Pages |
To effect settlement of the PVSF Transaction, Citibank, N.A. agreed to (1) release its Security Agreement with respect to the ADSs, (2) sell up to 2,469,651 ADSs as instructed by Ruby Holdings over a period of 10 business days from March 5, 2024 through March 18, 2024, and (3) on the Settlement Date, apply proceeds from the sales of the ADSs to cash settle the PVSF Transaction. After settlement of the PVSF Transaction, Ruby Holdings will be the beneficial owners of 7,506,417 ADSs.
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.
Dated: March 20, 2024
| Ruby Finance Holdings Ltd. | By: | /s/ Neil Gray | ||||
| Name: Neil Gray Title: Authorized Signatory | ||||||
| FountainVest China Capital Partners GP3 Ltd. | By: | /s/ Brian Lee | ||||
| Name: Brian Lee Title: Authorized Signatory | ||||||