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1
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NAME OF REPORTING PERSONS
Melvin Capital Master Fund Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
29,881,792*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
29,881,792*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,881,792*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
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12
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TYPE OF REPORTING PERSON
CO
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*Includes (i) American depositary shares covering 15,468,192 Class A ordinary shares, par value $0.000002 per share, and (ii)
call options to purchase American depositary shares covering 14,413,600 Class A ordinary shares.
CUSIP
No. 54951L109
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SCHEDULE 13G/A
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Page 4
of 8 Pages
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Item 1.
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(a) Name of Issuer
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Luckin Coffee Inc. (the “Issuer”)
Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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17F Block A, Tefang Portman Tower, No. 81 Zhanhong Road
Siming District, Xiamen, Fujian, People's Republic of China 361008
Item 2.
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(a, b, c) Names of Person Filing, Address
of
Principal
Business Office, Citizenship:
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Melvin
Capital Management LP, a Delaware limited partnership, 535 Madison Avenue, 22nd Floor, New York, NY 10022.
Melvin
Capital Master Fund Ltd, a Cayman Islands exempted company, 535 Madison Avenue, 22nd Floor, New York, NY 10022.
Item 2.
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(d) Title of Class of Securities
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American depositary shares (“ADSs”) each representing eight (8) Class A ordinary shares, par value US$0.000002 per share
54951L109
CUSIP No. 54951L109
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SCHEDULE 13G/A
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Page 5
of 8 Pages
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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:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP
No. 54951L109
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SCHEDULE 13G/A
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Page
6 of 8 Pages
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Item
4. Ownership
Information
with respect to Melvin Capital Management LP's (the "Firm") and Melvin Capital Master Fund Ltd's ("Melvin Master")
ownership of securities of the issuer is incorporated by reference to items (5) - (9) and (11) of the respective cover page of
the Firm and Melvin Master.
The
Firm is the investment manager to Melvin Master, Melvin Capital Onshore LP, a Delaware limited partnership ("Melvin Onshore"),
and one or more managed accounts (the "Managed Accounts" and together with Melvin Master and Melvin Onshore, the "Melvin
Funds and Accounts"). As of November 20, 2019, the Firm may be deemed to beneficially own an aggregate of 44,160,000 Class
A ordinary shares of the Issuer. The number of shares reported above consists of (i) ADSs covering 15,468,192 shares, and call
options to purchase ADSs covering 14,413,600 shares, held by Melvin Master, (ii) ADSs covering 2,695,752 shares, and call options
to purchase ADSs covering 2,480,000 shares, held by Melvin Onshore and (iii) ADSs covering 4,396,056 shares, and call options
to purchase ADSs covering 4,706,400 shares, held by the Managed Accounts. The Firm, as the investment manager to the Melvin Funds
and Accounts, may be deemed to beneficially own these securities. Gabriel Plotkin is the managing member of the general partner
of the Firm and exercises investment discretion with respect to these securities. Ownership percentages are based on 334,734,912
Class A ordinary shares reported as issued and outstanding in the Issuer's report of foreign issuer on Form 6-K filed with the
Securities and Exchange Commission on November 20, 2019.
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 [ ].
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. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 54951L109
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SCHEDULE 13G/A
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Page
7 of 8 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 22, 2019
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Melvin
Capital Management LP
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By:
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/s/
Evan Cohen
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Evan Cohen, Chief Compliance Officer
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Melvin
Capital Master Fund Ltd
By: Melvin
Capital Management LP
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By:
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/s/
Evan Cohen
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Evan Cohen, Chief Compliance Officer
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CUSIP No. 54951L109
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SCHEDULE 13G/A
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Page 8
of 8 Pages
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Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: November 22, 2019
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Melvin
Capital Management LP
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By:
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/s/
Evan Cohen
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Evan Cohen, Chief Compliance Officer
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Melvin
Capital Master Fund Ltd
By: Melvin
Capital Management LP
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By:
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/s/
Evan Cohen
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Evan Cohen, Chief Compliance Officer
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