UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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. 5)*
JD.com, Inc.
(Name of Issuer)
Ordinary Shares, par value of $0.00002 per share
(Title of Class of Securities)
47215P 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. |
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).
| 1 | NAMES OF REPORTING PERSONS
Richard Qiangdong Liu | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
478,072,011 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
445,907,423 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
478,072,011 (This includes 32,164,588 shares beneficially owned by Fortune Rising Holdings Limited, which holds and administers these shares for the benefit of employees of the Issuer under the Issuer’s Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself). Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. See Item 4.) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.2%. *The voting power of the shares beneficially owned represent 78.7% of the total outstanding voting power. ** | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| * | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2019 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2019). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote. |
| ** | During the third and fourth quarters of 2019, Fortune Rising Holdings Limited sold an aggregate of 1,395,465 ADSs in the open market on behalf of certain employees of the Issuer (which do not include Mr. Richard Qiangdong Liu). Fortune Rising Holdings Limited holds the Class B ordinary shares of the Issuer for the purpose of transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer’s Share Incentive Plan, and administers the awards and acts according to the Issuer’s instructions. However, the logistical procedures relating to the conversion of 2,790,930 Class B ordinary shares held by Fortune Rising Holdings Limited into 1,395,465 ADSs had not been completed as of December 31, 2019. Assuming such logistics had been completed as of December 31, 2019, Mr. Liu would have beneficially owned a total of 475,281,081 ordinary shares, representing 16.1% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 78.5% of the total outstanding voting power. See Item 4. |
| 1 | NAMES OF REPORTING PERSONS
Max Smart Limited | |||||
| 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
435,507,423 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
435,507,423 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,507,423 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%. The voting power of the shares beneficially owned represent 73.1% of the total outstanding voting power. * | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2019. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote. |
| 1 | NAMES OF REPORTING PERSONS
Fortune Rising Holdings Limited * | |||||
| 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
32,164,588 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
32,164,588 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,164,588 (Fortune Rising Holdings Limited holds and administers these shares for the benefit of employees of the Issuer under the Issuer’s Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself). Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. See Item 4.) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%. **The voting power of the shares beneficially owned represent 5.6% of the total outstanding voting power. *** | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Fortune Rising Holdings Limited, a British Virgin Islands company, holds and administers the Class B ordinary shares of the Issuer for the benefit of plan participants under the Issuer’s Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself), such as transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer’s Share Incentive Plan, and administers the awards and acts according to the Issuer’s instructions. See Item 4. |
| ** | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2019. 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 a vote. |
| *** | During the third and fourth quarters of 2019, Fortune Rising Holdings Limited sold an aggregate of 1,395,465 ADSs in the open market on behalf of certain employees of the Issuer (which do not include Mr. Richard Qiangdong Liu). Fortune Rising Holdings Limited holds the Class B ordinary shares of the Issuer for the purpose of transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer’s Share Incentive Plan, and administers the awards and acts according to the Issuer’s instructions. However, the logistical procedures relating to the conversion of 2,790,930 Class B ordinary shares held by Fortune Rising Holdings Limited into 1,395,465 ADSs had not been completed as of December 31, 2019. Assuming such logistics had been completed as of December 31, 2019, Fortune Rising Holdings Limited would have held 29,373,658 Class B ordinary shares, representing 1.0% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 5.1% of the total outstanding voting power. See Item 4. |
| ITEM 1(a). | NAME OF ISSUER: |
JD.com, Inc.
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
20th Floor, Building A
No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
The People’s Republic of China
| ITEM 2(a). | NAME OF PERSON FILING: |
Richard Qiangdong Liu
Max Smart Limited
Fortune Rising Holdings Limited
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: |
Richard Qiangdong Liu
JD.com, Inc.
20th Floor, Building A
No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
The People’s Republic of China
Max Smart Limited
c/o Richard Qiangdong Liu
JD.com, Inc.
20th Floor, Building A
No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
The People’s Republic of China
Fortune Rising Holdings Limited
c/o Richard Qiangdong Liu
JD.com, Inc.
20th Floor, Building A
No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
The People’s Republic of China
| ITEM 2(c). | CITIZENSHIP: |
Richard Qiangdong Liu – People’s Republic of China
Max Smart Limited – British Virgin Islands
Fortune Rising Holdings Limited – British Virgin Islands
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Ordinary shares, par value of $0.00002 per share
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
| ITEM 2(e). | CUSIP NO.: |
47215P 106
This CUSIP number applies to the American Depositary Shares of the Issuer (“ADSs”), each representing two Class A ordinary shares of the Issuer, par value $0.00002 per share. No CUSIP has been assigned to the ordinary shares.
| ITEM 3. | 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: |
Not applicable
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the ordinary shares of par value of $0.00002 per share of JD.com, Inc. by each of the reporting persons is provided as of December 31, 2019:
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Richard Qiangdong Liu |
478,072,011 | 16.2 | 478,072,011 | 0 | 445,907,423 | 0 | ||||||||||||||||||
| Max Smart Limited |
435,507,423 | 14.8 | 435,507,423 | 0 | 435,507,423 | 0 | ||||||||||||||||||
| Fortune Rising Holdings Limited |
32,164,588 | 1.1 | 32,164,588 | 0 | 32,164,588 | 0 | ||||||||||||||||||
The 478,072,011 ordinary shares of the Issuer beneficially owned by Mr. Richard Qiangdong Liu comprise (i) 421,507,423 Class B ordinary shares directly held by Max Smart Limited and 7,000,000 restricted ADSs, representing 14,000,000 Class A ordinary shares, owned by Max Smart Limited as described below, (ii) 10,400,000 Class A ordinary shares that Mr. Liu had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2019, and (iii) 32,164,588 Class B ordinary shares held by Fortune Rising Holdings Limited as described below.
Max Smart Limited, a British Virgin Islands company, directly holds 421,507,423 Class B ordinary shares of the Issuer, and owns 7,000,000 restricted ADSs, representing 14,000,000 Class A ordinary shares. Max Smart Limited is 100% owned by UBS Nominees Limited on behalf of The Max Smart Trust, with UBS Trustees (BVI) Ltd. as the trustee, Mr. Richard Qiangdong Liu as the settlor and protector, and Mr. Liu and others designated by Mr. Liu as beneficiaries. Mr. Liu reserves the right to revoke The Max Smart Trust without the consent of another person, and Mr. Liu is the sole director of Max Smart Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the shares of the Issuer held by Max Smart Limited.
As of December 31, 2019, Fortune Rising Holdings Limited, a British Virgin Islands company, held 32,164,588 Class B ordinary shares. Fortune Rising Holdings Limited holds and administers the Class B ordinary shares of the Issuer for the benefit of plan participants under the Issuer’s Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself), such as transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer’s Share Incentive Plan, and administers the awards and acts according to the Issuer’s instructions. Mr. Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited. As the representative of Fortune Rising Holdings Limited, Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the shares of the Issuer held by Fortune Rising Holdings Limited.
The percentage of the class of securities beneficially owned by each of the reporting persons as of December 31, 2019 is based on 2,937,038,275 outstanding ordinary shares as a single class, being the sum of 2,483,366,264 Class A ordinary shares and 453,672,011 Class B ordinary shares outstanding as of December 31, 2019 assuming conversion of all Class B ordinary shares into Class A ordinary shares, and excluding the 36,904,874 Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s Share Incentive Plan. In addition, the calculation of percentage of the class of securities beneficially owned by Mr. Richard Qiangdong Liu has also taken into account 10,400,000 Class A ordinary shares that Mr. Liu had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2019.
* During the third and fourth quarter of 2019, Fortune Rising Holdings Limited sold an aggregate of 1,395,465 ADSs (representing 2,790,930 Class A ordinary shares) in the open market on behalf of certain employees of the Issuer (not including Mr. Richard Qiangdong Liu) who wished to sell the shares that they had received upon the exercising or vesting of the awards granted to them under the Issuer’s Share Incentive Plan. However, the logistics with the Issuer’s Cayman registrar and depositary bank, including the conversion of 2,790,930 Class B ordinary shares held by Fortune Rising Holdings Limited into an equal number of Class A ordinary shares and the conversion of these Class A ordinary shares into 1,395,465 ADSs, had not been completed as of December 31, 2019. Assuming the aforementioned logistics had been completed as of December 31, 2019, Fortune Rising Holdings Limited would have held 29,373,658 Class B ordinary shares, and the ownership of the ordinary shares of the Issuer by each of the reporting persons would be as follows:
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Richard Qiangdong Liu |
475,281,081 | 16.1 | 475,281,081 | 0 | 445,907,423 | 0 | ||||||||||||||||||
| Max Smart Limited |
435,507,423 | 14.8 | 435,507,423 | 0 | 435,507,423 | 0 | ||||||||||||||||||
| Fortune Rising Holdings Limited |
29,373,658 | 1.0 | 29,373,658 | 0 | 29,373,658 | 0 | ||||||||||||||||||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
| 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. | CERTIFICATIONS |
Not applicable
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Joint Filing Agreement | |
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 11, 2020
| Richard Qiangdong Liu | /s/ Richard Qiangdong Liu |
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| Max Smart Limited | By: | /s/ Richard Qiangdong Liu |
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| Name: | Richard Qiangdong Liu | |||||||
| Title: | Director | |||||||
| Fortune Rising Holdings Limited | By: | /s/ Richard Qiangdong Liu |
||||||
| Name: | Richard Qiangdong Liu | |||||||
| Title: | Director | |||||||
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.00002 per share, of JD.com, Inc., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Signature page to follow]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2020.
| Richard Qiangdong Liu | /s/ Richard Qiangdong Liu |
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| Max Smart Limited | By: | /s/ Richard Qiangdong Liu |
||||||
| Name: | Richard Qiangdong Liu | |||||||
| Title: | Director | |||||||
| Fortune Rising Holdings Limited | By: | /s/ Richard Qiangdong Liu |
||||||
| Name: | Richard Qiangdong Liu | |||||||
| Title: | Director | |||||||