Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
*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.
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. 54951L109
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SCHEDULE 13G/A
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSONS
Melvin Capital Management LP
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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
Delaware, USA
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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
34,000,000*
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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
34,000,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,000,000*
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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)
4.4%
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12
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TYPE OF REPORTING PERSON
IA
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*Includes (i) American depositary shares covering
26,000,000 Class A ordinary shares, par value $0.000002 per share, and (ii) call options to purchase American depositary shares
covering 8,000,000 Class A ordinary shares. This filing constitutes an exit filing as the reporting person has ceased to be the
beneficial owner of more than 5 percent of the referenced class of securities.
CUSIP No. 54951L109
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SCHEDULE 13G/A
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Page 3 of 8 Pages
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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
23,207,144*
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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
23,207,144*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,207,144*
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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)
3.0%
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12
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TYPE OF REPORTING PERSON
CO
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*Includes (i) American depositary shares
covering 17,746,344 Class A ordinary shares, par value $0.000002 per share, and (ii) call options to purchase American depositary
shares covering 5,460,800 Class A ordinary shares. This filing constitutes an exit filing as the reporting person has ceased to
be the beneficial owner of more than 5 percent of the referenced class of securities.
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 (the
“Firm”), a Delaware limited partnership, 535 Madison Avenue, 22nd Floor, New York, NY 10022.
Melvin Capital Master Fund Ltd (“Melvin
Master”), 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
Item
3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is
a:
(a)
☐ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
☐ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
☐ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
☐ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
☐ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
☐ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
☐ A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
☐ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
☐ 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);
(j)
☐ A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
☐ 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: _______________
CUSIP No. 54951L109
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SCHEDULE 13G/A
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Page 5 of 8 Pages
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Item
4. Ownership
Information with respect to the
Firm’s and Melvin Master’s 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.
As reported in the cover pages to
this report, the ownership information with respect to the Firm is as follows:
(a) Amount Beneficially Owned: 34,000,000*
(b) Percent of Class: 4.4%*
(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: 34,000,000*
(iii) Sole power
to dispose or to direct the disposition of: 0
(iv) Shared power
to dispose or to direct the disposition of: 34,000,000*
As reported in the cover pages to
this report, the ownership information with respect to Melvin Master is as follows:
(a) Amount Beneficially Owned: 23,207,144*
(b) Percent of Class: 3.0%*
(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: 23,207,144*
(iii) Sole power
to dispose or to direct the disposition of: 0
(iv) Shared power
to dispose or to direct the disposition of: 23,207,144*
*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 January 13, 2020, the Firm may be deemed to beneficially own an aggregate of 34,000,000 Class A ordinary shares of the Issuer.
The number of shares reported above consists of (i) ADSs covering 17,746,344 shares, and call options to purchase ADSs covering
5,460,800 shares, held by Melvin Master, (ii) ADSs covering 2,971,240 shares, and call options to purchase ADSs covering 914,400
shares, held by Melvin Onshore and (iii) ADSs covering 5,282,416 shares, and call options to purchase ADSs covering 1,624,800 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 775,087,728 Class A ordinary shares reported as issued and
outstanding in the Issuer’s Prospectus filed on Form 424B filed with the Securities and Exchange Commission on January 10,
2020.
CUSIP No. 54951L109
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SCHEDULE 13G/A
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Page 6 of 8 Pages
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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 [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. 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:
January 17, 2020
Melvin
Capital Management LP
By:
/s/ Evan Cohen
Evan Cohen, Chief
Compliance Officer
Melvin
Capital Master Fund Ltd
By:
/s/ Evan Cohen
Evan Cohen, Chief
Compliance Officer
CUSIP No. 54951L109
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SCHEDULE 13G/A
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Page 8
of 8 Pages
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Exhibit
Index
Exhibit
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1. Joint Filing Agreement, dated as of November 22, 2019, by and among Melvin Capital Management LP and Melvin Capital Master Fund Ltd (incorporated by reference to Exhibit 1 to the Schedule 13G/A filed with the Securities and Exchange Commission on November 22, 2019).
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