SEC Form SC 13G/A filed by Secoo Holding Limited (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No.1)*

Class A ordinary shares, $0.001 par value

American Depositary Share, each two representing one Class A ordinary share, $0.001 par value **

Name of Reporting Person:

CMC Galaxy Holdings Ltd

Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

Citizenship or Place of Organization

Cayman Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

2,376,854

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,376,854

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,376,854

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%*

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

CMC Capital Partners, L.P.

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

Citizenship or Place of Organization

Cayman Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

2,376,854*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,376,854*

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,376,854*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%**

TYPE OF REPORTING PERSON

PN

Name of Reporting Person:

CMC Capital Partners GP, L.P.

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

Citizenship or Place of Organization

Cayman Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

2,376,854*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,376,854*

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,376,854*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%**

TYPE OF REPORTING PERSON

PN

Name of Reporting Person:

CMC Capital Partners GP, Ltd.

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

Citizenship or Place of Organization

Cayman Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

2,376,854*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,376,854*

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,376,854*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%**

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

LaConfiance Investments Ltd

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

Citizenship or Place of Organization

British Virgin Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

2,376,854*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,376,854*

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,376,854*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%**

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

LeBonheur Holdings Ltd

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

Citizenship or Place of Organization

British Virgin Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

2,376,854*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,376,854*

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,376,854*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%**

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

Brilliant Spark Holdings Limited

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

Citizenship or Place of Organization

British Virgin Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

2,376,854*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,376,854*

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,376,854*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%**

TYPE OF REPORTING PERSON

CO

Name of Reporting Person:

Ruigang Li

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

Citizenship or Place of Organization

People's Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY

EACH
REPORTING
PERSON WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,376,854*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,376,854*

AGGREGATE AMOUNT BENEFICIALLY OWNED

2,376,854*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.3%**

TYPE OF REPORTING PERSON

IN

Address of Issuer’s Principal Executive Offices:

15/F, Building C, Galaxy SOHO, Chaonei Street, Dongcheng District, Beijing 100000, China

Name of Persons Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

CMC Galaxy Holdings Ltd

CMC Capital Partners, L.P.

CMC Capital Partners GP, L.P.

CMC Capital Partners GP, Ltd.

LaConfiance Investments Ltd

LeBonheur Holdings Ltd

Brilliant Spark Holdings Limited

Ruigang Li

The shares reported herein are held by CMC Galaxy Holdings Ltd. CMC Galaxy Holdings Ltd is a direct and wholly owned subsidiary of CMC Capital Partners, L.P. The general partner of CMC Capital Partners, L.P. is CMC Capital Partners GP, L.P. The general partner of CMC Capital Partners GP, L.P. is CMC Capital Partners GP, Ltd. CMC Capital Partners GP, Ltd. is wholly owned by LaConfiance Investments Ltd. LaConfiance Investments Ltd is wholly owned by LeBonheur Holdings Ltd. LeBonheur Holdings Ltd is wholly owned by Brilliant Spark Holdings Limited. Brilliant Spark Holdings Limited is wholly owned by Mr. Ruigang Li.

CMC Capital Partners, L.P., CMC Capital Partners GP, L.P., CMC Capital Partners GP, Ltd., LaConfiance Investments Ltd, LeBonheur Holdings Ltd, Brilliant Spark Holdings Limited and Ruigang Li, as a result, and by virtue of the relationships described above, may be deemed to beneficially own the shares owned by CMC Galaxy Holdings Ltd.

Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Address of Principal Business Office, or if None, Residence:

The principal business address of each Reporting Person is as follows:

c/o CMC Capital Partners HK Limited

Suite 302, 3/F., Cheung Kong Centre,

No. 2 Queen's Road

Central, Hong Kong

Citizenship:

The citizenship of each Reporting Person is as follows:

CMC Galaxy Holdings Ltd - Cayman Islands

CMC Capital Partners, L.P. - Cayman Islands

CMC Capital Partners GP, L.P. - Cayman Islands

CMC Capital Partners GP, Ltd. - Cayman Islands

LaConfiance Investments Ltd - British Virgin Islands

LeBonheur Holdings Ltd - British Virgin Islands

Brilliant Spark Holdings Limited - British Virgin Islands

Ruigang Li – People's Republic of China

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).¨ 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).¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f).¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g).¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h).¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).¨ A 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 Rule 13d-1(b)(1)(ii)(J);
(k).¨ A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Ownership:

(a).   Amount beneficially owned: See the response to row 9 of the cover page for each Reporting Person.

(b).  Percent of class: See the response to row 11 of the cover page for each Reporting Person.

(c).   Number of shares as to which such person has:

(i). Sole power to vote or to direct the vote:

See the response to row 5 of the cover page for each Reporting Person.

(ii). Shared power to vote or to direct the vote:

See the response to row 6 of the cover page for each Reporting Person.

(iii). Sole power to dispose or to direct the disposition of:

See the response to row 7 of the cover page for each Reporting Person

(iv). Shared power to dispose or to direct the disposition of:

See the response to row 8 of the cover page for each Reporting Person.

Ownership of Five Percent or Less of the 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 ¨.