SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. 1)*
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Gaotu Techedu Inc.
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(Name of Issuer)
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Class A Ordinary Shares
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(Title of Class of Securities)
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36257Y-10-9
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(CUSIP Number)
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September 30, 2021
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(Date of Event Which Requires Filing of this Statement)
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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).
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13 G
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CUSIP NO. 36257Y-10-9
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Citigroup Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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943,355
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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943,355
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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943,355
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.97%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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| Item 1(a). | Name of Issuer: |
Gaotu Techedu Inc.
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
Pactera Building, 10 Xibeiwang East Road
Haidian District, Beijing 100193
People's Republic of China
| Item 2(a). | Name of Person Filing: |
Citigroup Inc. ("Citigroup")
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
388 Greenwich Street
New York, NY 10013
| Item 2(c). | Citizenship: |
Citigroup is a Delaware Corporation
| Item 2(d). | Title of Class of Securities: |
Class A Ordinary Shares
| Item 2(e). | CUSIP Number: |
36257Y-10-9
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
| (a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | ☒ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G): See Exhibit 1; |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
| Item 4. | Ownership. (as of September 30, 2021) |
| (a) | Amount beneficially owned: See item 9 of cover pages |
| (b) | Percent of class: See item 11 of cover pages |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
| (ii) | Shared power to vote or to direct the vote: |
| (iii) | Sole power to dispose or to direct the disposition of: |
| (iv) | Shared power to dispose or to direct the disposition of: |
See Items 5-8 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. |
See Exhibit 1 for the identity and classification of the relevant subsidiaries which directly beneficially own the securities reported herein.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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: October 12, 2021
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CITIGROUP INC.
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By:
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/s/ Ronny Ostrow
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| Name: |
Ronny Ostrow
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| Title: |
Assistant Secretary
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EXHIBIT INDEX TO SCHEDULE 13G
Identification and Item 3 Classification of the subsidiaries which acquired the securities being reported by the parent holding company.