SEC Form SC 13G/A filed by Full Truck Alliance Co. Ltd. (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. 2) *
Full Truck Alliance Co. Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
35969L108**
(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 the disclosures provided in a prior cover page. |
| ** | This CUSIP number applies to the Issuer’s American Depositary Shares (“ADSs”). One ADS represents 20 Class A ordinary shares. |
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
SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS, L.P. (“SC GGF III”) | |||||
| 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
261,158,0801 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
261,158,0801 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,158,0801 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 13,057,904 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH FUND III – 2020-B, L.P. (“SC GGF III—2020-B”) | |||||
| 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
383,031,8401 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
383,031,8401 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
383,031,8401 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 19,151,592 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS MANAGEMENT, L.P. (“SC GGF III 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
644,189,9201, of which 261,158,080 shares are directly owned by SC GGF III and 383,031,840 shares are directly owned by SC GGF III—2020-B. The General Partner of SC GGF III and SC GGF III—2020-B is SC GGF III MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
644,189,9201, of which 261,158,080 shares are directly owned by SC GGF III and 383,031,840 shares are directly owned by SC GGF III—2020-B. The General Partner of SC GGF III and SC GGF III—2020-B is SC GGF III MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
644,189,9201 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 32,209,496 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
SC US (TTGP), LTD. (“SC US TTGP”) | |||||
| 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
644,189,9201, of which 261,158,080 shares are directly owned by SC GGF III and 383,031,840 shares are directly owned by SC GGF III—2020-B. The General Partner of SC GGF III and SC GGF III—2020-B is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
644,189,9201, of which 261,158,080 shares are directly owned by SC GGF III and 383,031,840 shares are directly owned by SC GGF III—2020-B. The General Partner of SC GGF III and SC GGF III—2020-B is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
644,189,9201 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Represented by 32,209,496 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
SCC VENTURE V HOLDCO I, LTD. (“SCC VENTURE V HOLDCO I”) | |||||
| 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
499,188,8201 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
499,188,8201 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,188,8201 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Represented by 24,959,441 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA VENTURE FUND V, L.P. (“SEQUOIA CAPITAL CHINA VENTURE 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
499,188,8201, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
499,188,8201, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,188,8201 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 24,959,441 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
SCC GROWTH IV 2018-H, L.P. (“SCC GROWTH IV 2018-H”) | |||||
| 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
54,436,4401 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
54,436,4401 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,436,4401 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 2,721,822 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
SC CHINA VENTURE V MANAGEMENT, L.P. (“SC CHINA VENTURE V MANAGEMENT”) | |||||
| 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
499,188,8201, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. The General Partner of SEQUOIA CAPITAL CHINA VENTURE FUND V is SC CHINA VENTURE V MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
499,188,8201, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. The General Partner of SEQUOIA CAPITAL CHINA VENTURE FUND V is SC CHINA VENTURE V MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,188,8201 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 24,959,441 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
SC CHINA GROWTH IV MANAGEMENT, L.P. (“SC CHINA GROWTH IV MANAGEMENT”) | |||||
| 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
54,436,4401, of which 54,436,440 shares are directly owned by SCC GROWTH IV 2018-H. The General Partner of SCC GROWTH IV 2018-H is SC CHINA GROWTH IV MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
54,436,4401, of which 54,436,440 shares are directly owned by SCC GROWTH IV 2018-H. The General Partner of SCC GROWTH IV 2018-H is SC CHINA GROWTH IV MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,436,4401 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Represented by 2,721,822 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
SC CHINA HOLDING LIMITED (“SC CHINA 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
553,625,2601, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I and 54,436,440 shares are directly owned by SCC GROWTH IV 2018-H. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. The General Partner of SEQUOIA CAPITAL CHINA VENTURE FUND V is SC CHINA VENTURE V MANAGEMENT. The General Partner of SCC GROWTH IV 2018-H is SC CHINA GROWTH IV MANAGEMENT. The General Partner of each of SC CHINA VENTURE V MANAGEMENT and SC CHINA GROWTH IV MANAGEMENT is SC CHINA HOLDING. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
553,625,2601, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I and 54,436,440 shares are directly owned by SCC GROWTH IV 2018-H. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. The General Partner of SEQUOIA CAPITAL CHINA VENTURE FUND V is SC CHINA VENTURE V MANAGEMENT. The General Partner of SCC GROWTH IV 2018-H is SC CHINA GROWTH IV MANAGEMENT. The General Partner of each of SC CHINA VENTURE V MANAGEMENT and SC CHINA GROWTH IV MANAGEMENT is SC CHINA HOLDING. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,625,2601 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Represented by 27,681,263 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 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
553,625,2601, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I and 54,436,440 shares are directly owned by SCC GROWTH IV 2018-H. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. The General Partner of SEQUOIA CAPITAL CHINA VENTURE FUND V is SC CHINA VENTURE V MANAGEMENT. The General Partner of SCC GROWTH IV 2018-H is SC CHINA GROWTH IV MANAGEMENT. The General Partner of each of SC CHINA VENTURE V MANAGEMENT and SC CHINA GROWTH IV MANAGEMENT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
553,625,2601, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I and 54,436,440 shares are directly owned by SCC GROWTH IV 2018-H. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. The General Partner of SEQUOIA CAPITAL CHINA VENTURE FUND V is SC CHINA VENTURE V MANAGEMENT. The General Partner of SCC GROWTH IV 2018-H is SC CHINA GROWTH IV MANAGEMENT. The General Partner of each of SC CHINA VENTURE V MANAGEMENT and SC CHINA GROWTH IV MANAGEMENT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,625,2601 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Represented by 27,681,263 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
DOUGLAS LEONE (“DL”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
644,189,9201, of which 261,158,080 shares are directly owned by SC GGF III and 383,031,840 shares are directly owned by SC GGF III—2020-B. The General Partner of SC GGF III and SC GGF III—2020-B is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III and SC GGF III—2020-B are Messrs. DL and RB. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
644,189,9201, of which 261,158,080 shares are directly owned by SC GGF III and 383,031,840 shares are directly owned by SC GGF III—2020-B. The General Partner of SC GGF III and SC GGF III—2020-B is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III and SC GGF III—2020-B are Messrs. DL and RB. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
644,189,9201 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5%2 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Represented by 32,209,496 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 1 |
NAME OF REPORTING PERSON
ROELOF BOTHA (“RB”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
644,189,9201, of which 261,158,080 shares are directly owned by SC GGF III and 383,031,840 shares are directly owned by SC GGF III—2020-B. The General Partner of SC GGF III and SC GGF III—2020-B is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III and SC GGF III—2020-B are Messrs. DL and RB. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
644,189,9201, of which 261,158,080 shares are directly owned by SC GGF III and 383,031,840 shares are directly owned by SC GGF III—2020-B. The General Partner of SC GGF III and SC GGF III—2020-B is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III and SC GGF III—2020-B are Messrs. DL and RB. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
644,189,9201 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5%2 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Represented by 32,209,496 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| 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
553,625,2601, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I and 54,436,440 shares are directly owned by SCC GROWTH IV 2018-H. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. The General Partner of SEQUOIA CAPITAL CHINA VENTURE FUND V is SC CHINA VENTURE V MANAGEMENT. The General Partner of SCC GROWTH IV 2018-H is SC CHINA GROWTH IV MANAGEMENT. The General Partner of each of SC CHINA VENTURE V MANAGEMENT and SC CHINA GROWTH IV MANAGEMENT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
553,625,2601, of which 499,188,820 shares are directly owned by SCC VENTURE V HOLDCO I and 54,436,440 shares are directly owned by SCC GROWTH IV 2018-H. The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. The General Partner of SEQUOIA CAPITAL CHINA VENTURE FUND V is SC CHINA VENTURE V MANAGEMENT. The General Partner of SCC GROWTH IV 2018-H is SC CHINA GROWTH IV MANAGEMENT. The General Partner of each of SC CHINA VENTURE V MANAGEMENT and SC CHINA GROWTH IV MANAGEMENT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,625,2601 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%2 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Represented by 27,681,263 American Depositary Shares. |
| 2 | Based on a total of 18,606,582,728 shares of Class A ordinary shares outstanding as of December 31, 2021 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2021, as filed with the Securities and Exchange Commission on April 25, 2022. |
| ITEM 1. | |
(a) Name of Issuer:
Full Truck Alliance Co. Ltd.
(b) Address of Issuer’s Principal Executive Offices:
| No. 123 Kaifa Avenue | Wanbo Science and Technology Park, 20 | |
| Economic and Technical Development Zone, | Fengxin Road | |
| Guiyang | Yuhuatai District, Nanjing | |
| Guizhou 550009 | Jiangsu 210012 | |
| People’s Republic of China | People’s Republic of China |
| ITEM 2. | |
(a) Name of Persons Filing:
Sequoia Capital Global Growth Fund III – Endurance Partners, L.P.
Sequoia Capital Global Growth Fund III—2020-B, L.P.
Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P.
SC US (TTGP), Ltd.
SCC Venture V Holdco I, Ltd.
Sequoia Capital China Venture Fund V, L.P.
SCC Growth IV 2018-H, L.P.
SC China Venture V Management, L.P.
SC China Growth IV Management, L.P.
SC China Holding Limited
SNP China Enterprises Limited
Douglas Leone
Roelof Botha
Neil Nanpeng Shen
The General Partner of SC GGF III is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III are Messrs. DL and RB.
The General Partner of SC GGF III—2020-B is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III—2020-B are Messrs. DL and RB.
The sole shareholder of SCC VENTURE V HOLDCO I is SEQUOIA CAPITAL CHINA VENTURE FUND V. The General Partner of SEQUOIA CAPITAL CHINA VENTURE FUND V is SC CHINA VENTURE V MANGAEMENT. The General Partner of SC CHINA VENTURE V MANAGEMENT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.
The General Partner of SCC GROWTH IV 2018-H is SC CHINA GROWTH IV MANAGEMENT. The General Partner of SC CHINA GROWTH IV MANAGEMENT is SC CHINA HOLDING. SC CHINA HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SC GGF III, SC GGF III—2020-B, SC GGF III MGMT, SC US TTGP, SCC VENTURE V HOLDCO I, SEQUOIA CAPITAL CHINA VENTURE FUND V, SCC GROWTH IV 2018-H, SC CHINA VENTURE V MANAGEMENT, SC CHINA GROWTH IV MANAGEMENT, SC CHINA HOLDING: Cayman Islands
SNP CHINA ENTERPRISES: British Virgin Islands
DL, RB: USA
NS: Hong Kong SAR
(d) CUSIP Number:
35969L108
| 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, 2023
| Sequoia Capital Global Growth Fund III – Endurance Partners, L.P. |
| By: Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P., its General Partner |
| By: SC (US) TTGP, Ltd., its General Partner |
| By: |
/s/ Roelof Botha | |
| Roelof Botha, Authorized Signatory | ||
| Sequoia Capital Global Growth Fund III—2020-B, L.P. | ||
| By: |
Sequoia Capital Global Growth Fund III—Endurance Partners Management, L.P., its General Partner | |
| By: |
SC US (TTGP), Ltd., its General Partner | |
| By: |
/s/ Roelof Botha | |
| Roelof Botha, Authorized Signatory | ||
| Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P. | ||
| By: SC US (TTGP), Ltd., its General Partner | ||
| By: |
/s/ Roelof Botha | |
| Roelof Botha, Authorized Signatory | ||
| SC US (TTGP), Ltd. | ||
| By: |
/s/ Roelof Botha | |
| Roelof Botha, Authorized Signatory | ||
| Douglas Leone | ||
| By: |
/s/ Douglas Leone | |
| Douglas Leone | ||
| Roelof Botha | ||
| By: |
/s/ Roelof Botha | |
| Roelof Botha | ||
| SCC Venture V Holdco I, Ltd. | ||
| By: Sequoia Capital China Venture Fund V, L.P., its sole shareholder | ||
| By: SC China Venture V Management, L.P., its General Partner | ||
| By: SC China Holding Limited, its General Partner | ||
| By: SNP China Enterprises Limited, its sole owner | ||
| By: |
/s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Sequoia Capital China Venture Fund V, L.P. | ||
| By: |
SC China Venture V Management, L.P., its General Partner | |
| By: |
SC China Holding Limited, its General Partner | |
| By: |
SNP China Enterprises Limited, its sole owner | |
| By: |
/s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC Growth IV 2018-H, L.P. | ||
| By: |
SC China Growth IV Management, L.P., its General Partner | |
| By: |
SC China Holding Limited, its General Partner | |
| By: |
SNP China Enterprises Limited, its sole owner | |
| By: |
/s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC China Venture V Management, L.P. | ||
| By: |
SC China Holding Limited, its General Partner | |
| By: |
SNP China Enterprises Limited, its sole owner | |
| By: |
/s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC China Growth IV Management, L.P. | ||
| By: |
SC China Holding Limited, its General Partner | |
| By: |
SNP China Enterprises Limited, its sole owner | |
| By: |
/s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC China 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 | ||