Filing Details
- Accession Number:
- 0001193125-19-039991
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 13:08:32
- Filed By:
- Snp China Enterprises Ltd
- Company:
- Cootek (Cayman) Inc. (NYSE:CTK)
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SEQUOIA CAPITAL CHINA GF HOLDCO III-A, LTD. ( 147 SCCGF HOLDCO III-A 148 ) | 0 | 555,204,772 | 0 | 555,204,772 | 555,204,772 | 18.8% |
| SEQUOIA CAPITAL CHINA GROWTH FUND III | 0 | 555,204,772 | 0 | 555,204,772 | 555,204,772 | 18.8% |
| SC CHINA GROWTH III MANAGEMENT | 0 | 555,204,772 | 0 | 555,204,772 | 555,204,772 | 18.8% |
| SC CHINA HOLDING LIMITED ( 147 SCC HOLD 148 ) | 0 | 555,204,772 | 0 | 555,204,772 | 555,204,772 | 18.8% |
| SNP CHINA ENTERPRISES LIMITED ( 147 SNP 148 ) | 0 | 555,204,772 | 0 | 555,204,772 | 555,204,772 | 18.8% |
| NEIL NANPENG SHEN ( 147 NS 148 ) | 0 | 555,204,772 | 0 | 555,204,772 | 555,204,772 | 18.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
CooTek (Cayman) Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
G2490L 109**
(CUSIP Number)
December 31, 2018
(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 disclosures provided in a prior cover page. |
| ** | This CUSIP number applies to the Issuers American depositary shares, each representing fifty 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 (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. G2490L 109 | SCHEDULE 13G | Page 2 of 10 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA GF HOLDCO III-A, LTD. (SCCGF HOLDCO III-A) | |||||
| 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
555,204,772 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
555,204,772 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,204,772 shares1 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Includes (i) 534,404,772 Class A Ordinary Shares and (ii) 20,800,000 Class A Ordinary Shares represented by 416,000 American Depositary Shares. |
| 2 | Based on a total of 2,949,607,236 shares outstanding following completion of the Issuers initial public offering, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on September 28, 2018. |
| CUSIP No. G2490L 109 | SCHEDULE 13G | Page 3 of 10 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA GROWTH FUND III, L.P. (SCCGF 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
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF HOLDCO III-A is wholly owned by SCCGF III. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF HOLDCO III-A is wholly owned by SCCGF III. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,204,772 shares1 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Includes (i) 534,404,772 Class A Ordinary Shares and (ii) 20,800,000 Class A Ordinary Shares represented by 416,000 American Depositary Shares. |
| 2 | Based on a total of 2,949,607,236 shares outstanding following completion of the Issuers initial public offering, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on September 28, 2018. |
| CUSIP No. G2490L 109 | SCHEDULE 13G | Page 4 of 10 Pages |
| 1 | NAME OF REPORTING PERSON
SC CHINA GROWTH III MANAGEMENT, L.P. (SCCG 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
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF III wholly owns SCCGF HOLDCO III-A. SCCG III MGMT is the General Partner of SCCGF III. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF III wholly owns SCCGF HOLDCO III-A. SCCG III MGMT is the General Partner of SCCGF III. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,204,772 shares1 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8%2 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Includes (i) 534,404,772 Class A Ordinary Shares and (ii) 20,800,000 Class A Ordinary Shares represented by 416,000 American Depositary Shares. |
| 2 | Based on a total of 2,949,607,236 shares outstanding following completion of the Issuers initial public offering, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on September 28, 2018. |
| CUSIP No. G2490L 109 | SCHEDULE 13G | Page 5 of 10 Pages |
| 1 | NAME OF REPORTING PERSON
SC CHINA HOLDING LIMITED (SCC HOLD) | |||||
| 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
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF III wholly owns SCCGF HOLDCO III-A. SCCG III MGMT is the General Partner of SCCGF III. SCC HOLD is the General Partner of SCCG III MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF III wholly owns SCCGF HOLDCO III-A. SCCG III MGMT is the General Partner of SCCGF III. SCC HOLD is the General Partner of SCCG III MGMT. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,204,772 shares1 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Includes (i) 534,404,772 Class A Ordinary Shares and (ii) 20,800,000 Class A Ordinary Shares represented by 416,000 American Depositary Shares. |
| 2 | Based on a total of 2,949,607,236 shares outstanding following completion of the Issuers initial public offering, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on September 28, 2018. |
| CUSIP No. G2490L 109 | SCHEDULE 13G | Page 6 of 10 Pages |
| 1 | NAME OF REPORTING PERSON
SNP CHINA ENTERPRISES LIMITED (SNP) | |||||
| 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
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF III wholly owns SCCGF HOLDCO III-A. SCCG III MGMT is the General Partner of SCCGF III. SCC HOLD is the General Partner of SCCG III MGMT. SNP wholly owns SCC HOLD. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF III wholly owns SCCGF HOLDCO III-A. SCCG III MGMT is the General Partner of SCCGF III. SCC HOLD is the General Partner of SCCG III MGMT. SNP wholly owns SCC HOLD. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,204,772 shares1 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8%2 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Includes (i) 534,404,772 Class A Ordinary Shares and (ii) 20,800,000 Class A Ordinary Shares represented by 416,000 American Depositary Shares. |
| 2 | Based on a total of 2,949,607,236 shares outstanding following completion of the Issuers initial public offering, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on September 28, 2018. |
| CUSIP No. G2490L 109 | SCHEDULE 13G | Page 7 of 10 Pages |
| 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
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF III wholly owns SCCGF HOLDCO III-A. SCCG III MGMT is the General Partner of SCCGF III. SCC HOLD is the General Partner of SCCG III MGMT. SNP wholly owns SCC HOLD. NS wholly owns SNP. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
555,204,772 shares, of which 555,204,772 shares are directly owned by SCCGF HOLDCO III-A. SCCGF III wholly owns SCCGF HOLDCO III-A. SCCG III MGMT is the General Partner of SCCGF III. SCC HOLD is the General Partner of SCCG III MGMT. SNP wholly owns SCC HOLD. NS wholly owns SNP. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,204,772 shares1 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8%2 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Includes (i) 534,404,772 Class A Ordinary Shares and (ii) 20,800,000 Class A Ordinary Shares represented by 416,000 American Depositary Shares. |
| 2 | Based on a total of 2,949,607,236 shares outstanding following completion of the Issuers initial public offering, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on September 28, 2018. |
| CUSIP No. G2490L 109 | SCHEDULE 13G | Page 8 of 10 Pages |
| ITEM 1. |
(a) Name of Issuer:
CooTek (Cayman) Inc.
(b) Address of Issuers Principal Executive Offices:
Building 7, No. 2007 Hongmei Road
Xuhui District, Shanghai 201103
Peoples Republic of China
| ITEM 2. |
(a) Name of Persons Filing:
Sequoia Capital China GF Holdco III-A, Ltd.
Sequoia Capital China Growth Fund III, L.P.
SC China Growth III Management, L.P.
SC China Holding Limited
SNP China Enterprises Limited
Neil Nanpeng Shen
SCCGF HOLDCO III-A is wholly owned by SCCGF III. The General Partner of SCCGF III is SCCG III MGMT. The General Partner of SCCG III MGMT is SCC HOLD. SCC HOLD is wholly owned by SNP, a company wholly owned by NS.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SCCGF HOLDCO III-A, SCCGF III, SCCG III MGMT, SCC HOLD: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
(d) CUSIP Number:
G2490L 109
| 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 ☐.
| CUSIP No. G2490L 109 | SCHEDULE 13G | Page 9 of 10 Pages |
| 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
| CUSIP No. G2490L 109 | SCHEDULE 13G | Page 10 of 10 Pages |
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, 2019
| Sequoia Capital China GF Holdco III-A, Ltd. | ||
| By: | Sequoia Capital China Growth Fund III, L.P. | |
| its Member | ||
| By: | SC China Growth III Management, L.P. | |
| its General Partner | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Sequoia Capital China Growth Fund III, L.P. | ||
| By: | SC China Growth III Management, L.P. | |
| its General Partner | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC China Growth III Management, L.P. | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| SC China Holding Limited | ||
| 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 | ||||