SEC Form SC 13G/A filed by Dingdong (Cayman) Limited (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Dingdong (Cayman) Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.000002 per share
(Title of Class of Securities)
25445D101
(CUSIP Number)
December 31, 2023
(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 the disclosures provided in a prior cover page. |
The information required in 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 |
NAME OF REPORTING PERSON
HSG GROWTH V HOLDCO P, LTD (“HSG GROWTH V HOLDCO P”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
16,711,7491 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,711,7491 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,7491 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Represented by 11,141,166 American Depositary Shares. |
| 2 | Based on a total of 299,797,728 Class A Ordinary Shares outstanding December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on March 22, 2023. |
| 1 | NAME OF REPORTING PERSON
HONGSHAN CAPITAL GROWTH FUND V, L.P. (“HONGSHAN CAPITAL GROWTH FUND V”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
16,711,7491, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
16,711,7491, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,7491 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 11,141,166 American Depositary Shares. |
| 2 | Based on a total of 299,797,728 Class A Ordinary Shares outstanding December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on March 22, 2023. |
| 1 | NAME OF REPORTING PERSON
HSG GROWTH V MANAGEMENT, L.P. (“HSG GROWTH V MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
16,711,7491, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. The General Partner of HONGSHAN CAPITAL GROWTH FUND V is HSG GROWTH V MGMT. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
16,711,7491, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. The General Partner of HONGSHAN CAPITAL GROWTH FUND V is HSG GROWTH V MGMT. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,7491 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 11,141,166 American Depositary Shares. |
| 2 | Based on a total of 299,797,728 Class A Ordinary Shares outstanding December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on March 22, 2023. |
| 1 | NAME OF REPORTING PERSON
HSG HOLDING LIMITED (“HSG HOLDING”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
16,711,7491, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. The General Partner of HONGSHAN CAPITAL GROWTH FUND V is HSG GROWTH V MGMT. The General Partner of HSG GROWTH V MGMT is HSG HOLDING. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
16,711,7491, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. The General Partner of HONGSHAN CAPITAL GROWTH FUND V is HSG GROWTH V MGMT. The General Partner of HSG GROWTH V MGMT is HSG HOLDING. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,7491 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Represented by 11,141,166 American Depositary Shares. |
| 2 | Based on a total of 299,797,728 Class A Ordinary Shares outstanding December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on March 22, 2023. |
| 1 | NAME OF REPORTING PERSON
SNP CHINA ENTERPRISES LIMITED (“SNP CHINA ENTERPRISES”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||
| 6 | SHARED VOTING POWER
16,711,7491, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. The General Partner of HONGSHAN CAPITAL GROWTH FUND V is HSG GROWTH V MGMT. The General Partner of HSG GROWTH V MGMT is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
1, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. The General Partner of HONGSHAN CAPITAL GROWTH FUND V is HSG GROWTH V MGMT. The General Partner of HSG GROWTH V MGMT is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,7491 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Represented by 11,141,166 American Depositary Shares. |
| 2 | Based on a total of 299,797,728 Class A Ordinary Shares outstanding December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on March 22, 2023. |
| 1 | NAME OF REPORTING PERSON
NEIL NANPENG SHEN (“NS”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG SAR | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
16,711,7491, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. The General Partner of HONGSHAN CAPITAL GROWTH FUND V is HSG GROWTH V MGMT. The General Partner of HSG GROWTH V MGMT is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES. | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
16,711,7491, of which 16,711,749 shares are directly owned by HSG GROWTH V HOLDCO P. HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. The General Partner of HONGSHAN CAPITAL GROWTH FUND V is HSG GROWTH V MGMT. The General Partner of HSG GROWTH V MGMT is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,711,7491 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%2 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Represented by 11,141,166 American Depositary Shares. |
| 2 | Based on a total of 299,797,728 Class A Ordinary Shares outstanding December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on March 22, 2023. |
ITEM 1.
(a) Name of Issuer:
Dingdong (Cayman) Limited
(b) Address of Issuer’s Principal Executive Offices:
Building 6, 500 Shengxia Road,
Shanghai, 200125
People’s Republic of China
ITEM 2.
(a) Name of Persons Filing:
HSG Growth V Holdco P, LTD
HongShan Capital Growth Fund V, L.P.
HSG Growth V Management, L.P.
HSG Holding Limited
SNP China Enterprises Limited
Neil Nanpeng Shen
HONGSHAN CAPITAL GROWTH FUND V wholly owns HSG GROWTH V HOLDCO P. The General Partner of HONGSHAN CAPITAL GROWTH FUND V is HSG GROWTH V MGMT. The General Partner of HSG GROWTH V MGMT is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.
(b) Address of Principal Business Office or, if none, Residence:
Suite 3613, 36/F, Two Pacific Place
88 Queensway
Hong Kong
(c) Citizenship:
HSG GROWTH V HOLDCO P, HONGSHAN CAPITAL GROWTH FUND V, HSG GROWTH V MGMT, HSG HOLDING: Cayman Islands
SNP CHINA ENTERPRISES: British Virgin Islands
NS: Hong Kong SAR
(d) CUSIP Number:
25445D101
ITEM 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
ITEM 4. OWNERSHIP
SEE ROWS 5 THROUGH 11 OF COVER PAGES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
NOT APPLICABLE
ITEM 10. CERTIFICATION
NOT APPLICABLE
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| HSG Growth V Holdco P, LTD | ||
| By: HongShan Capital Growth Fund V, L.P, its sole owner | ||
| By: HSG Growth V Management, L.P., its General Partner | ||
| By: HSG Holding Limited, its General Partner | ||
| By: SNP China Enterprises Limited, its sole owner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| HongShan Capital Growth Fund V, L.P. | ||
| By: HSG Growth V Management, L.P., its General Partner | ||
| By: HSG Holding Limited, its General Partner | ||
| By: SNP China Enterprises Limited, its sole owner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| HSG Growth V Management, L.P. | ||
| By: HSG Holding Limited, its General Partner | ||
| By: SNP China Enterprises Limited, its sole owner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| HSG Holding Limited | ||
| By: SNP China Enterprises Limited, its sole owner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SNP China Enterprises Limited | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Neil Nanpeng Shen | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen | ||