SEC Form SC 13D/A filed by XPeng Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.3) *

XPeng Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

98422D105**

(CUSIP Number)

Jinwei Zhang

Alibaba Group Holding Limited
26/F, Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Telephone: +852 2215-5100

with copies to:

Peng Yu, Esq.
Kirkland & Ellis

26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central, Hong Kong

(852) 3761 3300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 20, 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-l(e), 240.13d-l(t) or 240.13d-l(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 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 (the “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)

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

This Amendment No.3 to Schedule 13D (this “Amendment No.3”) is filed to amend and supplement the Schedule 13D filed by the Reporting Persons named therein with the Securities and Exchange Commission on September 7, 2020 (the “Original Schedule 13D”), with respect to XPeng Inc. (the “Issuer”), as amended by Amendment No.1 to the Original Schedule 13D filed on December 12, 2023 and Amendment No.2 to the Original Schedule 13D filed on December 19, 2023 (collectively, the “Original Filing”). Except as specifically amended and supplemented by this Amendment No.3, the Original Filing remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Original Filing.

As set forth below, as a result of the transaction described herein, on March 20, 2024, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Class A Ordinary Shares. The filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

The information set forth in Item 5 of the Original Filing is amended as follows:

(a)-(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment No.2 are hereby incorporated by reference into this Item 5 and are as of the date hereof.

Except as disclosed in this Amendment No.3, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedules A-1 or A-2 hereto, beneficially owns any Class A Ordinary Shares or has the right to acquire any Class A Ordinary Shares.

Except as disclosed in this Amendment No.3, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Class A Ordinary Shares which it may be deemed to beneficially own.

(c) The table below specifies the date, amount and price per ADSs for the Class A Ordinary Shares sold by the Reporting Persons during the 60-day period prior to March 22, 2024. The Reporting Persons effected sales of Class A Ordinary Shares in the form of ADSs through broker transaction on the New York Stock Exchange under Rule 144 promulgated pursuant to the Securities Act of 1933, as amended.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) As a result of the transactions described herein, on March 20, 2024, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Class A Ordinary Shares. The filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

SIGNATURES

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

Dated: March 22, 2024

SCHEDULE A-1

Directors and Executive Officers of Alibaba Group Holding Limited

The following table sets forth the name, citizenship, business address and present principal occupation of each director and executive officer of Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (“AGHL”).

SCHEDULE A-2

Directors and Executive Officers of Taobao China Holding Limited

The following table sets forth the names and present principal occupation of each director of Taobao China Holding Limited, a company organized under the laws of Hong Kong (“TCHL”). The business address for each person listed below is 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. TCHL does not have any executive officers. As used below, the term “AGHL” refers to Alibaba Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands.