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. )*
Futu Holdings Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
36118L 106**
(CUSIP Number)
December 31, 2019
(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 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. |
| ** | This CUSIP number applies to the Issuer’s American Depositary Shares, each representing eight Class A ordinary shares. |
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).
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 2 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL CV IV HOLDCO, LTD. (“SC CV IV HOLDCO”) | |||||
| 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
26,633,500 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
26,633,500 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,633,500 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 3 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL CV IV SENIOR HOLDCO, LTD. (“SCCV IV SENIOR HOLDCO”) | |||||
| 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
26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,633,500 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 4 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA VENTURE FUND IV, L.P. (“SC CVF IV”) | |||||
| 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
26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,633,500 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 5 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
SC CHINA VENTURE IV MANAGEMENT, L.P. (“SC CV IV 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
26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
26,633,500 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,633,500 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 6 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
SCC VENTURE VI HOLDCO, LTD. (“SCC VI HOLDCO”) | |||||
| 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
4,843,971 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,843,971 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,843,971 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 7 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA VENTURE FUND VI, L.P. (“SC CVF VI”) | |||||
| 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
4,843,971 shares, of which 4,843,971 shares are directly owned by SCC VI HOLDCO. SCC VI HOLDCO is wholly owned by SC CVF VI. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,843,971 shares, of which 4,843,971 shares are directly owned by SCC VI HOLDCO. SCC VI HOLDCO is wholly owned by SC CVF VI. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,843,971 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 8 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
SC CHINA VENTURE VI MANAGEMENT, L.P. (“SC CV VI 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
4,843,971 shares, of which 4,843,971 shares are directly owned by SCC VI HOLDCO. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,843,971 shares, of which 4,843,971 shares are directly owned by SCC VI HOLDCO. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,843,971 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 9 of 16 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
31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,477,471 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 10 of 16 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
31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. SCC HOLD is wholly owned by SNP. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. SCC HOLD is wholly owned by SNP. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,477,471 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 11 of 16 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
31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. SCC HOLD is wholly owned by SNP. NS wholly owns SNP. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
31,477,471 shares, of which 26,633,500 shares are directly owned by SC CV IV HOLDCO and 4,843,971 shares are directly owned by SCC VI HOLDCO. SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. SCC HOLD is wholly owned by SNP. NS wholly owns SNP. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,477,471 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 343,795,709 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on March 8, 2019. |
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 12 of 16 Pages |
| ITEM 1. |
| (a) | Name of Issuer: |
Futu Holdings Limited
| (b) | Address of Issuer’s Principal Executive Offices: |
11/F, Bangkok Bank Building
No. 18 Bonham Strand W, Sheung Wan
Hong Kong S.A.R., People’s Republic of China
| ITEM 2. |
| (a) | Name of Persons Filing: |
Sequoia Capital CV IV Holdco, Ltd.
Sequoia Capital CV IV Senior Holdco, Ltd.
Sequoia Capital China Venture Fund IV, L.P.
SC China Venture IV Management, L.P.
SCC Venture VI Holdco, Ltd.
Sequoia Capital China Venture Fund VI, L.P.
C China Venture VI Management, L.P.
SC China Holding Limited
SNP China Enterprises Limited
Neil Nanpeng Shen
SC CV IV HOLDCO is wholly owned by SCCV IV SENIOR HOLDCO. SCCV IV SENIOR HOLDCO is wholly owned by SC CVF IV. SC CV IV MGMT is the General Partner of SC CVF IV. SCC VI HOLDCO is wholly owned by SC CVF VI. SC CV VI MGMT is the General Partner of SC CVF VI. SCC HOLD is the General Partner of each of SC CV IV MGMT and SC CV VI MGMT. SCC HOLD is wholly owned by SNP. NS wholly owns SNP.
| (b) | Address of Principal Business Office or, if none, Residence: |
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
| (c) | Citizenship: |
SC CV IV HOLDCO, SCCV IV SENIOR HOLDCO, SC CVF IV, SC CV IV MGMT, SCC VI HOLDCO, SC CVF VI, SC CV VI MGMT, SCC HOLD: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
| (d) | CUSIP Number: |
36118L106
| 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. 36118L106 | SCHEDULE 13G | Page 13 of 16 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. 36118L106 | SCHEDULE 13G | Page 14 of 16 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, 2020
| Sequoia Capital CV IV Holdco, Ltd. | ||
| By: | Sequoia Capital CV IV Senior Holdco, Ltd. its Sole Member | |
| By: | Sequoia Capital China Venture Fund IV, L.P. | |
| its Sole Member | ||
| By: | SC China Venture IV Management, L.P. | |
| its General Partner | ||
| By: | SC China Holding Limited | |
| its General Partner | ||
| By: | SNP China Enterprises Limited its General Partner | |
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Sequoia Capital CV IV Senior Holdco, Ltd. | ||
| By: | Sequoia Capital China Venture Fund IV, L.P. its Sole Member | |
| By: | SC China Venture IV Management, L.P. its General Partner | |
| By: | SC China Holding Limited its General Partner | |
| By: | SNP China Enterprises Limited its General Partner | |
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 15 of 16 Pages |
| SC China Venture IV Management, L.P. | ||||
| By: | SC China Holding Limited its General Partner | |||
| By: | SNP China Enterprises Limited its General Partner | |||
| By: | /s/ Neil Nanpeng Shen | |||
| Neil Nanpeng Shen, Authorized Signatory | ||||
| SCC Venture VI Holdco, Ltd. | ||||
| By: | Sequoia Capital China Venture Fund VI, L.P. its Sole Member | |||
| By: | SC China Venture VI Management, L.P. | |||
| its General Partner | ||||
| By: | SC China Holding Limited its General Partner | |||
| By: | SNP China Enterprises Limited its General Partner | |||
| By: | /s/ Neil Nanpeng Shen | |||
| Neil Nanpeng Shen, Authorized Signatory | ||||
| Sequoia Capital China Venture Fund VI, L.P. | ||||
| By: | SC China Venture VI Management, L.P. its General Partner | |||
| By: | SC China Holding Limited its General Partner | |||
| By: | SNP China Enterprises Limited its General Partner | |||
| By: | /s/ Neil Nanpeng Shen | |||
| Neil Nanpeng Shen, Authorized Signatory | ||||
| SC China Venture VI Management, L.P. | ||||
| By: | SC China Holding Limited its General Partner | |||
| By: | SNP China Enterprises Limited its General Partner | |||
| By: | /s/ Neil Nanpeng Shen | |||
| Neil Nanpeng Shen, Authorized Signatory | ||||
| CUSIP No. 36118L106 | SCHEDULE 13G | Page 16 of 16 Pages |
| SC China Holding Limited | ||||
| By: | SNP China Enterprises Limited its General Partner | |||
| 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 | ||||