SEC Form SC 13G filed by Onion Global Limited

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934  

(Amendment No )*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* 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.

** There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 68277G107 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “OG.” Each ten ADSs represent one Class A ordinary shares, par value US$0.0001 per share (“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 4,840,000 Class B ordinary shares, par value US$0.0001 per share (“Class B ordinary shares”) that are convertible into 4,840,000 Class A ordinary shares held by Li Bai Global Limited.  Approximately 53.86% of the total outstanding shares of Li Bai Global Limited are beneficially held by Mr. Cong (Kenny) Li and approximately 46.14% of the total outstanding shares of Li Bai Global Limited are beneficially held by Mr. Pingsan Bai.

(2) Calculated based on 10,511,762 Class A ordinary shares issued and outstanding as of December 31, 2021 as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares.

(1) Represents 511,640 Class A ordinary shares underlying 511,640 restricted share units granted to Mr. Li that are vested as of December 31, 2021.

(2) Represents 4,840,000 Class B ordinary shares that are convertible into 4,840,000 Class A ordinary shares held by Li Bai Global Limited, which Mr. Li beneficially owns 53.86% of the total outstanding shares.  Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Li may be deemed to beneficially own all of the shares of the Issuer owned by Li Bai Global Limited. Mr. Cong (Kenny) Li disclaims economic interest in Class B ordinary shares held through Li Bai Global Limited except to the extent of his own pecuniary and economic interests therein. 

(3) Represents 2,607,000 Class B ordinary shares that are convertible into 2,607,000 Class A ordinary shares beneficially owned by Mr. Li through Li Bai Global Limited. Mr. Li beneficially owns 53.86% of the total outstanding shares of Li Bai Global Limited.

(4) Calculated based on (i) 10,511,762 Class A ordinary shares issued and outstanding as of December 31, 2021 as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares, and (ii) 511,640 Class A ordinary shares underlying 511,640 restricted share units granted to Mr. Li that are vested as of December 31, 2021.

(1) Represents 2,233,000 Class B ordinary shares that are convertible into 2,233,000 Class A ordinary shares beneficially owned by Mr. Pingsan Bai through Li Bai Global Limited, which Mr. Bai beneficially owns 46.14% of the total outstanding shares. Mr. Bai disclaims beneficial ownership of Class B ordinary shares held through Li Bai Global Limited except to the extent of his own pecuniary and economic interests therein. 

(2) Calculated based on 10,511,762 Class A ordinary shares issued and outstanding as of December 31, 2021 as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares.

Onion Global Limited (the “Issuer”)

No. 309 3-05 Huangpu Avenue Zhong, Tianhe District, Guangzhou City, Guangdong Province, People’s Republic of China.

This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

No. 309 3-05 Huangpu Avenue Zhong, Tianhe District, Guangzhou City, Guangdong Province, People’s Republic of China.

Li Bai Global Limited – British Virgin Islands

Cong (Kenny) Li – PRC

Pingsan Bai – PRC

Class A ordinary shares, par value US$0.0001 per share

There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 68277G107 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “OG.” Each ten ADSs represent one Class A ordinary shares, par value US$0.0001 per share (“Class A ordinary shares”)

Not applicable.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Person and is incorporated herein by reference.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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: February 14, 2022

Exhibit Index