UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Bitauto Holdings Limited

(Name of Issuer)

Ordinary Shares, par value $0.00004 per share

(Title of Class of Securities)

091727925

(CUSIP Number)

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

+86 10 8911-8888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 4, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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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EXPLANATORY NOTE

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is being jointly filed by JD.com, Inc. (“JD”), JD.com Investment Limited (“JD Investment”) and JD.com Global Investment Limited (“JD Global,” together with JD and JD Investment, the “Reporting Persons”) as an amendment to that certain Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 16, 2015, as amended by Amendment No.1 to Schedule 13D filed with the SEC on June 21, 2016, Amendment No.2 to Schedule 13D filed with the SEC on September 16, 2019 and Amendment No.3 to Schedule 13D filed with the SEC on June 16, 2020 (collectively, the “Original Schedule 13D,” together with this Amendment No. 4, the “Statement”). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 is supplemented by adding the following:

As a result of the Merger, all of the Ordinary Shares (including Ordinary Shares represented by ADSs) held by the Reporting Persons prior to the Effective Time were cancelled, among which 10,549,714 Ordinary Shares were contributed to Parent in exchange for the right to subscribe for newly issued shares of Parent in accordance with the Support Agreement and the Interim Investors Agreement, and the remaining 6,777,887 Ordinary Shares (including Ordinary Shares represented by ADSs) were cancelled in exchange for the right to receive the merger consideration in accordance with the Merger Agreement. Accordingly, as of the date hereof, the Reporting Persons do not beneficially own any Ordinary Shares of the Issuer directly or via ADSs.

As the result of the Merger, the Issuer’s ADSs will no longer be listed on the New York Stock Exchange and the ADS program for the Ordinary Shares will terminate.

The descriptions of the Merger Agreement and the transactions contemplated thereby set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which has been filed as Exhibit 99.10 to this statement and is incorporated herein by this reference in its entirety.

Item 5. Interest in Securities of the Issuer.

Items 5(a), (b), (c) and (e) are amended and restated as follows.

The information contained on each of the cover pages of this Amendment No. 4 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

(a) As a result of the Merger, all of the Ordinary Shares (including Ordinary Shares represented by ADSs) held by the Reporting Persons prior to the Effective Time were cancelled, among which 10,549,714 Ordinary Shares were contributed to Parent in exchange for the right to subscribe for newly issued shares of Parent in accordance with the Support Agreement and the Interim Investors Agreement, and the remaining 6,777,887 Ordinary Shares (including Ordinary Shares represented by ADSs) were cancelled in exchange for the right to receive the merger consideration in accordance with the Merger Agreement. Accordingly, as of the date hereof, the Reporting Persons do not beneficially own any Ordinary Shares of the Issuer directly or via ADSs.

(b) The powers that a Reporting Person has relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Page relating to such Reporting Person, which is hereby incorporated by reference.

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(c) Except as set forth under Item 4 and this Item 5, the Reporting Persons have not effected any transactions in the class of securities reported herein in the last 60 days.

(e) November 4, 2020.

Item 7. Material to be Filed as Exhibits.

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

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