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)*
Zhihu Inc.
(Name of Issuer)
Class A ordinary shares, par value US$0.000125 per share
(Title of Class of Securities)
98955N108**
(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) |
| x | 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.
** This CUSIP number applies to the American Depositary Shares (“ADSs”) of Zhihu Inc. (the “Issuer”), each two representing one Class A ordinary share, par value US$0.000125 per share, of the Issuer (“Class A ordinary shares”).
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 (the “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).
| CUSIP No. 98955N108** | 13G/A | Page 1 |
| 1 | NAMES OF REPORTING PERSONS SAIF IV Mobile Apps (BVI) 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
|
| 6 | SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 15,032,465(1) | |
| 8 | SHARED
DISPOSITIVE POWER
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,032,465(1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%(2) | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |
| (1) | Represents 15,032,465 Class A ordinary shares in the form of 30,064,930 ADSs held by SAIF IV Mobile Apps (BVI) Limited, as further disclosed in Item 4. |
| (2) | This percentage is calculated based on 316,744,432 ordinary shares of the Issuer as a single class, being the sum of (i) 297,516,840 Class A ordinary shares and (ii) 19,227,592 Class B ordinary shares issued and outstanding as of April 14, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus dated April 8, 2022 filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the Issuer’s prospectus supplement dated April 14, 2022. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as a single class. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| CUSIP No. 98955N108** | 13G/A | Page 2 |
| 1 | NAMES OF REPORTING PERSONS SAIF Partners IV 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
|
| 6 | SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 15,032,465(3) | |
| 8 | SHARED
DISPOSITIVE POWER
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,032,465(3)
| |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%(4) | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |
| (3) | Represents 15,032,465 Class A ordinary shares in the form of 30,064,930 ADSs held by SAIF IV Mobile Apps (BVI) Limited, which is wholly owned by SAIF Partners IV L.P., as further disclosed in Item 4. |
| (4) | This percentage is calculated based on 316,744,432 ordinary shares of the Issuer as a single class, being the sum of (i) 297,516,840 Class A ordinary shares and (ii) 19,227,592 Class B ordinary shares issued and outstanding as of April 14, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus dated April 8, 2022 filed with the Commission pursuant to Rule 424(b) under the Securities Act, as supplemented by the Issuer’s prospectus supplement dated April 14, 2022. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as a single class. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| CUSIP No. 98955N108** | 13G/A | Page 3 |
| 1 | NAMES OF REPORTING PERSONS SAIF IV 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
|
| 6 | SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 15,032,465(5) | |
| 8 | SHARED
DISPOSITIVE POWER
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,032,465(5)
| |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%(6) | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |
| (5) | Represents 15,032,465 Class A ordinary shares in the form of 30,064,930 ADSs held by SAIF IV Mobile Apps (BVI) Limited, which is wholly owned by SAIF Partners IV L.P., whose general partner is SAIF IV GP, L.P., as further disclosed in Item 4. |
| (6) | This percentage is calculated based on 316,744,432 ordinary shares of the Issuer as a single class, being the sum of (i) 297,516,840 Class A ordinary shares and (ii) 19,227,592 Class B ordinary shares issued and outstanding as of April 14, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus dated April 8, 2022 filed with the Commission pursuant to Rule 424(b) under the Securities Act, as supplemented by the Issuer’s prospectus supplement dated April 14, 2022. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as a single class. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| CUSIP No. 98955N108** | 13G/A | Page 4 |
| 1 | NAMES OF REPORTING PERSONS SAIF IV GP Capital 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 Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
|
| 6 | SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 15,032,465(7) | |
| 8 | SHARED
DISPOSITIVE POWER
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,032,465(7)
| |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%(8) | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |
| (7) | Represents 15,032,465 Class A ordinary shares in the form of 30,064,930 ADSs held by SAIF IV Mobile Apps (BVI) Limited, which is wholly owned by SAIF Partners IV L.P., whose general partner is SAIF IV GP, L.P. The general partner of SAIF IV GP, L.P. in turn is SAIF IV GP Capital Ltd., as further disclosed in Item 4. |
| (8) | This percentage is calculated based on 316,744,432 ordinary shares of the Issuer as a single class, being the sum of (i) 297,516,840 Class A ordinary shares and (ii) 19,227,592 Class B ordinary shares issued and outstanding as of April 14, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus dated April 8, 2022 filed with the Commission pursuant to Rule 424(b) under the Securities Act, as supplemented by the Issuer’s prospectus supplement dated April 14, 2022. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as a single class. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| CUSIP No. 98955N108** | 13G/A | Page 5 |
| 1 | NAMES OF REPORTING PERSONS Andrew Y. Yan | |
| 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 Hong Kong | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
|
| 6 | SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 15,032,465(9) | |
| 8 | SHARED
DISPOSITIVE POWER
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,032,465(9)
| |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7%(10) | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |
| (9) | Represents 15,032,465 Class A ordinary shares in the form of 30,064,930 ADSs held by SAIF IV Mobile Apps (BVI) Limited, which is wholly owned by SAIF Partners IV L.P., whose general partner is SAIF IV GP, L.P. The general partner of SAIF IV GP, L.P. in turn is SAIF IV GP Capital Ltd., which is wholly owned by Mr. Andrew Y. Yan, as further disclosed in Item 4. |
| (10) | This percentage is calculated based on 316,744,432 ordinary shares of the Issuer as a single class, being the sum of (i) 297,516,840 Class A ordinary shares and (ii) 19,227,592 Class B ordinary shares issued and outstanding as of April 14, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus dated April 8, 2022 filed with the Commission pursuant to Rule 424(b) under the Securities Act, as supplemented by the Issuer’s prospectus supplement dated April 14, 2022. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as a single class. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| CUSIP No. 98955N108** | 13G/A | Page 6 |
| Item 1(a) | Name of Issuer: |
| Zhihu Inc. |
| Item 1(b) | Address of Issuer’s principal executive offices: |
| A5 Xueyuan Road, Haidian District, Beijing 100083, People’s Republic of China |
| Items 2(a) | Name of Reporting Persons filing: |
| (i) SAIF IV Mobile Apps (BVI) Limited, | |
| (ii) SAIF Partners IV L.P., | |
| (iii) SAIF IV GP, L.P., | |
| (iv) SAIF IV GP Capital Ltd., and | |
| (v) Andrew Y. Yan | |
| (collectively, the “Reporting Persons”). |
| Item 2(b) | Address or principal business office or, if none, residence: |
| Suites 2516-2520, Two Pacific Place, 88 Queensway, Hong Kong |
| Item 2(c) | Citizenship: |
| (i) SAIF IV Mobile Apps (BVI) Limited — British Virgin Islands | |
| (ii) SAIF Partners IV L.P. — Cayman Islands | |
| (iii) SAIF IV GP, L.P. — Cayman Islands | |
| (iv) SAIF IV GP Capital Ltd. — Cayman Islands | |
| (v) Andrew Y. Yan — Hong Kong |
| Item 2(d) | Title of class of securities: |
| Class A ordinary shares, par value US$0.000125 per share |
| Item 2(e) | CUSIP No.: |
| 98955N108. This CUSIP number applies to the ADSs of the Issuer, each two representing one Class A ordinary share. |
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
Not applicable.
| Item 4 | Ownership |
The following information with respect to the ownership of Class A ordinary shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G was provided as of December 31, 2022.
| Reporting Persons | Amount beneficially owned |
Percent of Class(1) |
Percent of aggregate voting power(2) |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
| SAIF IV Mobile Apps (BVI) Limited | 15,032,465(3) | 4.7% | 3.1% | 15,032,465 | 0 | 15,032,465 | 0 |
| SAIF Partners IV L.P. | 15,032,465(3) | 4.7% | 3.1% | 15,032,465 | 0 | 15,032,465 | 0 |
| SAIF IV GP, L.P. | 15,032,465(3) | 4.7% | 3.1% | 15,032,465 | 0 | 15,032,465 | 0 |
| SAIF IV GP Capital Ltd. | 15,032,465(3) | 4.7% | 3.1% | 15,032,465 | 0 | 15,032,465 | 0 |
| Andrew Y. Yan | 15,032,465(3) | 4.7% | 3.1% | 15,032,465 | 0 | 15,032,465 | 0 |
| CUSIP No. 98955N108** | 13G/A | Page 7 |
| (1) | Calculation is based on 316,744,432 ordinary shares of the Issuer as a single class, being the sum of (i) 297,516,840 Class A ordinary shares and (ii) 19,227,592 Class B ordinary shares issued and outstanding as of April 14, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus dated April 8, 2022 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, as supplemented by the Issuer’s prospectus supplement dated April 14, 2022. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as a single class. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| (2) | The percent of aggregate voting power beneficially owned by each Reporting Person is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A ordinary shares and Class B ordinary shares as a single class. In respect of all matters subject to a shareholders’ vote, each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote. |
| (3) | Represents 15,032,465 Class A ordinary shares in the form of 30,064,930 ADSs held by SAIF IV Mobile Apps (BVI) Limited, whose registered address is Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands. SAIF IV Mobile Apps (BVI) Limited is wholly owned by SAIF Partners IV L.P., whose general partner is SAIF IV GP, L.P., whose general partner in turn is SAIF IV GP Capital Ltd., which is wholly owned by Mr. Andrew Y. Yan. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of SAIF Partners IV L.P., SAIF IV GP, L.P., SAIF IV GP Capital Ltd. and Mr. Andrew Y. Yan may be deemed to beneficially own all of the shares of the Issuer owned by SAIF IV Mobile Apps (BVI) Limited. Mr. Andrew Y. Yan disclaims beneficial ownership of the shares held by SAIF IV Mobile Apps (BVI) Limited, except to the extent of his pecuniary interests therein. |
| 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 each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| 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 or Control Person |
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 | Certifications |
Not applicable.
| CUSIP No. 98955N108** | 13G/A | Page 8 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.
Dated: January 31, 2023
| SAIF IV Mobile Apps (BVI) Limited | ||
| By: | SAIF Partners IV L.P., its Sole Shareholder | |
| By: | SAIF IV GP, L.P., its General Partner | |
| By: | SAIF IV GP Capital Ltd., its General Partner | |
| By: | /s/ Andrew Y. Yan | |
| Andrew Y. Yan, Sole Shareholder | ||
| SAIF Partners IV L.P. | ||
| By: | SAIF IV GP, L.P., its General Partner | |
| By: | SAIF IV GP Capital Ltd., its General Partner | |
| By: | /s/ Andrew Y. Yan | |
| Andrew Y. Yan, Sole Shareholder | ||
| SAIF IV GP, L.P. | ||
| By: | SAIF IV GP Capital Ltd., its General Partner | |
| By: | /s/ Andrew Y. Yan | |
| Andrew Y. Yan, Sole Shareholder | ||
| SAIF IV GP Capital Ltd. | ||
| By: | /s/ Andrew Y. Yan | |
| Andrew Y. Yan, Sole Shareholder | ||
| Andrew Y. Yan | ||
| /s/ Andrew Y. Yan | ||
| Andrew Y. Yan | ||
| CUSIP No. 98955N108** | 13G/A | Page 9 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1† | Joint Filing Agreement by and among the Reporting Persons, dated February 14, 2022 |
† Previously filed.