Statement of Ownership (sc 13g)
14 February 2018 - 11:17PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
PPDAI Group
Inc.
(Name of Issuer)
Class A ordinary shares, $0.00001 par value per share
(Title of Class of Securities)
69354V108**
(CUSIP
Number)
December 31, 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)
*
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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.
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**
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CUSIP number 69354V108 has been assigned to the American depositary shares of the issuer, which are quoted on the New York Stock Exchange under the symbol PPDF. Each ADS represents five Class A ordinary
shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.
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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).
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CUSIP No. 69354V108
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Page
2
of 7 pages
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1
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Name of
Reporting Person
Jun Zhang
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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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
Peoples Republic of
China
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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
84,759,800
(1)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
84,759,800
(1)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
84,759,800
(1)
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount
in Row 9
5.6%
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12
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Type of Reporting Person
IN
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(1)
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Represents 7,750,000 Class A ordinary shares that Mr. Jun Zhang may purchase upon exercise of options within 60 days after December 31, 2017 and 77,009,800 Class B ordinary shares directly held by Metallica Holding
Limited, a company incorporated in the British Virgin Islands. Mr. Jun Zhang is the sole shareholder and the sole director of Metallica Holding Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of
Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary
shares are not convertible into Class B ordinary shares under any circumstances.
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CUSIP No. 69354V108
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Page
3
of 7 pages
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1
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Name of
Reporting Person
Metallica Holding Limited
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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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
British Virgin
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
77,009,800
(2)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
77,009,800
(2)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
77,009,800
(2)
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐
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11
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Percent of Class Represented by Amount
in Row 9
5.1%
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12
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Type of Reporting Person
CO
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(2)
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Represents 77,009,800 Class B ordinary shares directly held by Metallica Holding Limited. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per
share on all matters submitted to them for vote.
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CUSIP No. 69354V108
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Page
4
of 7 pages
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Item 1(a).
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Name of Issuer:
PPDAI Group Inc. (the Issuer)
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Item 1(b).
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Address of Issuers Principal Executive Offices:
Building G1, No. 999 Dangui Road, Pudong New District, Shanghai 201203, Peoples Republic of China
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Item 2(a).
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Name of Person Filing:
Jun Zhang and Metallica Holding Limited (collectively, the Reporting Persons)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
The address of the Reporting Persons is c/o Building G1, No. 999 Dangui Road,
Pudong New District, Shanghai 201203, Peoples Republic of China
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Item 2(c)
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Citizenship:
Jun Zhang is a citizen of the People Republic of China. Metallica Holding Limited is a British Virgin Islands company solely owned by Jun Zhang.
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Item 2(d).
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Title of Class of Securities:
Class A ordinary shares, $0.00001 par value per share
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is
entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into
Class A ordinary shares on a
one-for-one
basis. Class A ordinary shares are not convertible into Class B ordinary shares under any
circumstances.
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Item 2(e).
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CUSIP Number:
69354V108
This CUSIP number applies to the American depositary shares of the Issuer, each representing five Class A ordinary shares of the Issuer, par value
$0.00001 per share. No CUSIP has been assigned to the ordinary shares.
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b),
or
240.13d-2(b)
or (c), check whether the persons filing is a:
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Not
applicable
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CUSIP No. 69354V108
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Page
5
of 7 pages
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Percent of
aggregate
voting
power:
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Sole power to
vote or direct
the vote:
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Shared power
to vote or to
direct the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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Jun Zhang
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84,759,800
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(1)
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5.6
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%
(2)
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11.0
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%
(3)
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84,759,800
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(1)
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0
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84,759,800
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(1)
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0
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Metallica Holding Limited
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77,009,800
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(4)
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5.1
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%
(2)
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11.0
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%
(3)
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77,009,800
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(4)
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0
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77,009,800
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(4)
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0
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(1)
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Represents 7,750,000 Class A ordinary shares that Mr. Jun Zhang may purchase upon exercise of options within 60 days after December 31, 2017 and 77,009,800 Class B ordinary shares directly held by
Metallica Holding Limited, a company incorporated in the British Virgin Islands. Mr. Jun Zhang is the sole shareholder and the sole director of Metallica Holding Limited. Each holder of Class A ordinary shares is entitled to one vote per
share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares
on a
one-for-one
basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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(2)
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The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,503,071,169 ordinary shares (being the sum of 842,071,169 Class A ordinary shares and 661,000,000
Class B ordinary shares) of the Issuer outstanding as of December 31, 2017.
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(3)
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For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary
shares of the Issuer as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote.
Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a
one-for-one
basis. Class A ordinary shares are
not convertible into Class B ordinary shares under any circumstances.
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(4)
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Represents 77,009,800 Class B ordinary shares directly held by Metallica Holding Limited. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a
one-for-one
basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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CUSIP No. 69354V108
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Page
6
of 7 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: February 14, 2018
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JUN ZHANG
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/s/ Jun Zhang
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METALLICA HOLDING LIMITED
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By:
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/s/ Jun Zhang
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Name:
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Jun Zhang
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Title:
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Director
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CUSIP No. 69354V108
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Page
7
of 7 pages
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LIST OF EXHIBITS
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Exhibit
No.
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Description
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A
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Joint Filing Agreement
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