Jianpu Technology Inc (NYSE:JT): Daniel S. Och’s OZ Management filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| OZ Management | 0 | 2,500,000 | 0 | 2,500,000 | 2,500,000 | 9.36% |
| Och-Ziff Holding Corporation | 0 | 2,500,000 | 0 | 2,500,000 | 2,500,000 | 9.36% |
| Och-Ziff Capital Management Group | 0 | 2,500,000 | 0 | 2,500,000 | 2,500,000 | 9.36 % |
| Daniel S. Och | 0 | 2,500,000 | 0 | 2,500,000 | 2,500,000 | 9.36% |
| OZ Master Fund Ltd | 0 | 1,783,773 | 0 | 1,783,773 | 1,783,773 | 6.68% |
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Page 1 of 11 – SEC Filing
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 13d-2
(Amendment No. )*
| Jianpu Technology Inc. |
(Name of Issuer)
American Depositary Shares (ADS) (each two representing five Class A ordinary shares of Jianpu Technology Inc.)
| 47738D101 |
(ISIN Number)
| November 16, 2017 |
(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 persons 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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Page 2 of 11 – SEC Filing
| Schedule 13 G | PAGE 2 of 11 | |
| CUSIP No. 47738D101 |
| (1) | NAME OF REPORTING PERSON
OZ Management | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY | |||||
| (4) | CITIZENSHIP OR PLACE OF
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
2,500,000 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
2,500,000 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY
2,500,000 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY
9.36% | |||||
| (12) | TYPE OF REPORTING
IA | |||||
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Page 3 of 11 – SEC Filing
| Schedule 13 G | PAGE 3 of 11 | |
| CUSIP No. 47738D101 |
| (1) | NAME OF REPORTING PERSON
Och-Ziff Holding | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY | |||||
| (4) | CITIZENSHIP OR PLACE OF
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
2,500,000 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
2,500,000 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY
2,500,000 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY
9.36% | |||||
| (12) | TYPE OF REPORTING
CO | |||||
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Page 4 of 11 – SEC Filing
| Schedule 13 G | PAGE 4 of 11 | |
| CUSIP No. 47738D101 |
| (1) | NAME OF REPORTING PERSON
Och-Ziff Capital Management Group LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY | |||||
| (4) | CITIZENSHIP OR PLACE OF
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
2,500,000 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
2,500,000 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY
2,500,000 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY
9.36 | |||||
| (12) | TYPE OF REPORTING
OO | |||||
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Page 5 of 11 – SEC Filing
| Schedule 13 G | PAGE 5 of 11 | |
| CUSIP No. 47738D101 |
| (1) | NAME OF REPORTING PERSON
Daniel S. Och | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY | |||||
| (4) | CITIZENSHIP OR PLACE OF
United | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
2,500,000 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
2,500,000 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY
2,500,000 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY
9.36% | |||||
| (12) | TYPE OF REPORTING
IN | |||||
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Page 6 of 11 – SEC Filing
| Schedule 13 G | PAGE 6 of 11 | |
| CUSIP No. 47738D101 |
| (1) | NAME OF REPORTING PERSON
OZ Master Fund Ltd. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY | |||||
| (4) | CITIZENSHIP OR PLACE OF
Cayman | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER
0 | ||||
| (6) | SHARED VOTING POWER
1,783,773 | |||||
| (7) | SOLE DISPOSITIVE POWER
0 | |||||
| (8) | SHARED DISPOSITIVE POWER
1,783,773 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY
1,783,773 | |||||
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY
6.68% | |||||
| (12) | TYPE OF REPORTING
CO | |||||
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Page 7 of 11 – SEC Filing
| Schedule 13 G | PAGE 7 of 11 | |
| CUSIP No. 47738D101 |
| ITEM 1 | (a). | NAME OF ISSUER: | ||||
| Jianpu Technology Inc. | ||||||
| ITEM 1 | (b). | ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
21/F Internet Finance Center Danling Street, Beijing Peoples Republic | ||||
| ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP: | ||||||
| This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons: | ||||||
| (i) | OZ Management LP (OZ), a Delaware limited partnership, is the principal investment manager to a number of investment funds and discretionary accounts (collectively, the Accounts). | |||||
| (ii) | Och-Ziff Holding Corporation (OZHC), a Delaware corporation, serves as the general partner of OZ. The Shares reported in this Schedule 13G are held in the Accounts managed by OZ. | |||||
| (iii) | Och-Ziff Capital Management Group LLC (OZM), a Delaware limited liability company, is a holding company that is the sole shareholder of OZHC. | |||||
| (iv) | Daniel S. Och is the Chief Executive Officer of OZHC and the Chief Executive Officer, an Executive Managing Director and Chairman of OZM. | |||||
| The citizenship of each of OZ, OZHC, and OZM is set forth above. Daniel S. Och is a United States citizen. | ||||||
| The address of the principal business office of each of the Reporting Persons is 9 West 57th Street, 39th Floor, New York, NY 10019. | ||||||
| (v) | OZ Master Fund, Ltd. (OZMD) is a Cayman Islands company. | |||||
| The citizenship of each of OZ, OZHC, OZM and OZMD is set forth above. Daniel S. Och is a United States citizen. | ||||||
| The address of the principal business office of each of the Reporting Persons is 9 West 57 Street, 39 Floor, New York, NY 10019. The address of the principal business office of OZMD is c/o State Street (Cayman) Trust, Limited, P.O. Box 896, Suite 3307, Gardenia Court, 45 Market Street, Camana Bay, Grand Cayman, Cayman Islands KY1-1103. | ||||||
| ITEM 2 | (d). | TITLE OF CLASS OF SECURITIES: | ||||
| American Depositary Shares (ADS) (each two representing five Class A ordinary shares of Jianpu Technology Inc.) | ||||||
| ITEM 2 | (e). | CUSIP NUMBER: | ||||
| 47738D101 | ||||||
| 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: | |||||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) | ☐ | Insurance Company as defined in Section 3(a)(19) of the Act; | ||||
| (d) | ☐ | Investment Company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) | ☐ | Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F); | ||||
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Page 8 of 11 – SEC Filing
| Schedule 13 G | PAGE 8 of 11 | |
| CUSIP No. 47738D101 |
| (g) | ☐ | Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); | ||||
| (h) | ☐ | Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||
| (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; | ||||
| (j) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||
| IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. ☒ | ||||||
| ITEM 4. | OWNERSHIP. | |||||||||
| OZ and OZ Management II LP (OZII) each serves as the principal investment manager to the Accounts. OZII is a wholly-owned | ||||||||||
|
The | ||||||||||
| A. | OZ |
| (a) | Amount beneficially owned: |
2,500,000
| (b) | Percent of class: |
9.36%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote |
2,500,000
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
2,500,000
| B. | OZHC |
| (a) | Amount beneficially owned: |
2,500,000
| (b) | Percent of class: |
9.36%
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Page 9 of 11 – SEC Filing
| Schedule 13 G | PAGE 9 of 11 | |
| CUSIP No. 47738D101 |
(c) Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote |
2,500,000
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
2,500,000
| C. | OZM |
| (a) | Amount beneficially owned: |
2,500,000
| (b) | Percent of class: |
9.36%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote |
2,500,000
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
2,500,000
| D. | Daniel S. Och |
| (a) | Amount beneficially owned: |
2,500,000
| (b) | Percent of class: |
9.36%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote |
2,500,000
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
2,500,000
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Page 10 of 11 – SEC Filing
| Schedule 13 G | PAGE 10 of 11 | |
| CUSIP No. 47738D101 |
| E. | OZMD |
| (a) | Amount beneficially owned: |
1,783,773
| (b) | Percent of class: |
6.68%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
0
| (ii) | shared power to vote or to direct the vote |
1,783,773
| (iii) | sole power to dispose or to direct the disposition of |
0
| (iv) | shared power to dispose or to direct the disposition of |
1,783,773
| 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 | ||||||||||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |||||||||
| See Item 4. | ||||||||||
| 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. | |||||||||
| See Item 4. | ||||||||||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. | |||||||||
| Not applicable. | ||||||||||
| ITEM 10. | CERTIFICATIONS. (if filing pursuant to Rule 13d-1(c)) | |||||||||
| Each of the Reporting Persons hereby make the following certification: | ||||||||||
| By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were | ||||||||||
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Page 11 of 11 – SEC Filing
| Schedule 13 G | PAGE 11 of 11 | |
| CUSIP No. 47738D101 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: November 21, 2017
| OZ MANAGEMENT LP | ||||
| By: Och-Ziff Holding Corporation, its general partner | ||||
| By: | /s/ Daniel S. Och | |||
| Daniel S. Och | ||||
| Chief Executive Officer | ||||
|
OCH-ZIFF HOLDING | ||||
| By: | /s/ Daniel S. Och | |||
| Daniel S. Och | ||||
| Chief Executive Officer | ||||
|
OCH-ZIFF CAPITAL MANAGEMENT | ||||
| By: | /s/ Daniel S. Och | |||
| Daniel S. Och | ||||
| Chief Executive Officer | ||||
|
DANIEL S. | ||||
| By: | /s/ Daniel S. Och | |||
| Daniel S. Och | ||||
|
OZ MASTER FUND | ||||
| By: | /s/ Daniel S. Och | |||
| Daniel S. Och | ||||
