SEC Form SC 13G/A filed by Cango Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Cango Inc.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
137586103(1)
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
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. |
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) | This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Class A Ordinary Shares of the Issuer |
| 1. |
Names of Reporting Persons
Warburg Pincus Cango Fintech Investment Company Limited | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
48,601,124 Class A Ordinary Shares(1) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
48,601,124 Class A Ordinary Shares(1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
48,601,124 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
23.53%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Represents 48,601,124 Class A Ordinary Shares, par value US$0.0001 per share (“Class A Ordinary Shares”) in the form of 24,300,562 American Depositary Shares (“ADSs”). |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus Private Equity XII, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
15,652,234.99 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
15,652,234.99 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,652,234.99 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
7.58%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 15,652,234.99 Class A Ordinary Shares in the form of 7,826,117.49 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus Private Equity XII-B, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,140,361.63 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,140,361.63 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,140,361.63 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.52%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 3,140,361.63 Class A Ordinary Shares in the form of 1,570,180.81 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus Private Equity XII-D, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
451,747.45 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
451,747.45 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
451,747.45 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.22%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 451,747.45 Class A Ordinary Shares in the form of 225,873.72 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus Private Equity XII-E, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,578,289.63 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,578,289.63 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,578,289.63 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.25%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 2,578,289.63 Class A Ordinary Shares in the form of 1,289,144.81 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
WP XII Partners, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
844,444.53 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
844,444.53 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
844,444.53 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.41%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 844,444.53 Class A Ordinary Shares in the form of 422,222.26 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus XII Partners, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,633,483.78 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,633,483.78 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,633,483.78 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.79%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 1,633,483.78 Class A Ordinary Shares in the form of 816,741.89 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus China (Cayman), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,204,395.52 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,204,395.52 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,204,395.52 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
10.75%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 22,204,395.52 Class A Ordinary Shares in the form of 11,102,197.76 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus China Partners (Cayman), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,096,166.48 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,096,166.48 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,096,166.48 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.02%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 2,096,166.48 Class A Ordinary Shares in the form of 1,048,083.24 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
New York | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus XII, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
WP Global LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus Partners II, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus Partners GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus & Co. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
New York | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus (Cayman) China GP, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus (Cayman) China GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus Partners II (Cayman), L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
| 1. |
Names of Reporting Persons
Warburg Pincus (Bermuda) Private Equity GP Ltd. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Bermuda | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
24,300,562 Class A Ordinary Shares(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,300,562 Class A Ordinary Shares(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
11.77%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Represents 24,300,562 Class A Ordinary Shares in the form of 12,150,281 ADSs. |
| (2) | Calculation is based upon 206,506,455 Class A Ordinary Shares outstanding as of December 31, 2021 as reported in the Form 20-F of the Issuer filed April 26, 2022. |
Amendment No. 2 to Schedule 13G
This Amendment No. 2 to Schedule 13G (this “Amendment”) amends and supplements the Schedule 13G filed by the Reporting Persons on February 14, 2019 (the “Original Schedule 13G” as previously amended on February 7, 2020, and as amended and supplemented by this Amendment, the “Schedule 13G”), relating to the Class A Ordinary Shares, of Cango Inc., a Cayman Islands exempted company (the “Issuer”).
Except as specifically amended by this Amendment, items in the First Amended Schedule 13G and Original Schedule 13G are unchanged.
Item 4. Ownership
Item 4 (a) - (b) of the Original Schedule 13G is hereby amended and restated as follows:
(a) - (b) The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 5 through 9 and row 11 of the cover pages of this Schedule 13G and are incorporated herein by reference.
The calculations of the percentage of Class A Ordinary Shares beneficially owned by each Reporting Person are based on the 206,506,455 Class A Ordinary Shares outstanding as December 31, 2021, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 26, 2022.
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: April 4, 2023
| Warburg Pincus Cango Fintech Investment Company Limited | ||
| By: | /s/ David Sreter | |
| Name: | David Sreter | |
| Title: | Director | |
| Warburg Pincus Private Equity XII, L.P. | ||
| By: | Warburg Pincus XII, L.P., its general partner | |
| By: | WP Global LLC, its general partner | |
| By: | Warburg Pincus Partners II, L.P., its managing member | |
| By: | Warburg Pincus Partners GP LLC, its general partner | |
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus Private Equity XII-B, L.P. | ||
| By: | Warburg Pincus XII, L.P., its general partner | |
| By: | WP Global LLC, its general partner | |
| By: | Warburg Pincus Partners II, L.P., its managing member | |
| By: | Warburg Pincus Partners GP LLC, its general partner | |
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus Private Equity XII-D, L.P. | ||
| By: | Warburg Pincus XII, L.P., its general partner | |
| By: | WP Global LLC, its general partner | |
| By: | Warburg Pincus Partners II, L.P., its managing member | |
| By: | Warburg Pincus Partners GP LLC, its general partner | |
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus Private Equity XII-E, L.P. | ||
| By: | Warburg Pincus XII, L.P., its general partner | |
| By: | WP Global LLC, its general partner | |
| By: | Warburg Pincus Partners II, L.P., its managing member | |
| By: | Warburg Pincus Partners GP LLC, its general partner | |
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| WP XII Partners, L.P. | ||
| By: | Warburg Pincus XII, L.P., its general partner | |
| By: | WP Global LLC, its general partner | |
| By: | Warburg Pincus Partners II, L.P., its managing member | |
| By: | Warburg Pincus Partners GP LLC, its general partner | |
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus XII Partners, L.P. | ||
| By: | Warburg Pincus XII, L.P., its general partner | |
| By: | WP Global LLC, its general partner | |
| By: | Warburg Pincus Partners II, L.P., its managing member | |
| By: | Warburg Pincus Partners GP LLC, its general partner | |
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus China (Cayman), L.P. | ||
| By: | Warburg Pincus (Cayman) China GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) China GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus China Partners (Cayman), L.P.. | ||
| By: | Warburg Pincus (Cayman) China GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) China GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus LLC | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Managing Director | |
| Warburg Pincus XII, L.P. | ||
| By: | WP Global LLC, its general partner | |
| By: | Warburg Pincus Partners II, L.P., its managing member | |
| By: | Warburg Pincus Partners GP LLC, its general partner | |
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| WP Global LLC | ||
| By: | Warburg Pincus Partners II, L.P., its managing member | |
| By: | Warburg Pincus Partners GP LLC, its general partner | |
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus Partners II, L.P. | ||
| By: | Warburg Pincus Partners GP LLC, its general partner | |
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus Partners GP LLC | ||
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus & Co. | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus (Cayman) China GP, L.P. | ||
| By: | Warburg Pincus (Cayman) China GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus (Cayman) China GP LLC | ||
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus Partners II (Cayman), L.P. | ||
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |
| Warburg Pincus (Bermuda) Private Equity GP Ltd. | ||
| By: | /s/ Robert B. Knauss | |
| Name: | Robert B. Knauss | |
| Title: | Authorised Signatory | |