UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Farfetch Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.04 per share
(Title of Class of Securities)
30744W107
(CUSIP Number)
December 31, 2020
(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)
x 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 disclosures provided in a prior cover page.
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).
| CUSIP No. 30744W107 | 13G | Page 2 of 7 Pages |
| 1. | NAMES OF REPORTING PERSONS
|
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x |
|
| 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 0 | ||
| 6. | SHARED VOTING POWER 9,005,030 Class A Ordinary Shares | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED DISPOSITIVE POWER 9,005,030 Class A Ordinary Shares |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,005,030 Class A Ordinary Shares |
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0% (0.8% of the total voting power in the Company)* |
|
| 12. | TYPE OF REPORTING PERSON (see instructions) CO |
|
| * The percentage is calculated based on 296,740,928 Class A Ordinary Shares, par value $0.04 per share (the "Class A Ordinary Shares") and 42,858,080 Class B Ordinary Shares, par value $0.04 per share (the "Class B Ordinary Shares") outstanding as listed in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2019. | ||
| CUSIP No. 30744W107 | 13G | Page 3 of 7 Pages |
| 1. | NAMES OF REPORTING PERSONS
|
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x |
|
| 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 0 | ||
| 6. | SHARED VOTING POWER 9,005,030 Class A Ordinary Shares | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED DISPOSITIVE POWER 9,005,030 Class A Ordinary Shares |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,005,030 Class A Ordinary Shares |
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0% (0.8% of the total voting power in the Company)* |
|
| 12. | TYPE OF REPORTING PERSON (see instructions) CO |
|
| * The percentage is calculated based on 296,740,928 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding as listed in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2019. | ||
| CUSIP No. 30744W107 | 13G | Page 4 of 7 Pages |
| 1. | NAMES OF REPORTING PERSONS
|
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x |
|
| 3. | SEC USE ONLY |
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | ||
| 6. | SHARED VOTING POWER 9,005,030 Class A Ordinary Shares | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED DISPOSITIVE POWER 9,005,030 Class A Ordinary Shares |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,005,030 Class A Ordinary Shares |
|
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
|
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0% (0.8% of the total voting power in the Company)* |
|
| 12. | TYPE OF REPORTING PERSON (see instructions) HC |
|
| * The percentage is calculated based on 296,740,928 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding as listed in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2019. |
| CUSIP No. 30744W107 | 13G | Page 5 of 7 Pages |
Item 1.
| (a) | Name of Issuer Farfetch Limited | |
| (b) |
Address of Issuer’s Principal Executive Offices 211 Old Street London EC1V 9NR United Kingdom |
Item 2.
| (a) | Name of Person Filing This statement is jointly filed by and on behalf of each of JD.com, Inc., JD.com Investment Limited and Kadi Group Holding Limited. | |
| (b) |
Address of the Principal Office or, if none, residence 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
Kadi Group Holding Limited: Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands
JD.com Investment Limited: Vistra Corporate Services Centre Wickhams Cay II Road Town, Tortola VG1110, British Virgin Islands | |
| (c) | Citizenship JD.com, Inc. is a company organized under the laws of the Cayman Islands; JD.com Investment Limited and Kadi Group Holding Limited are companies organized under the laws of the British Virgin Islands. | |
| (d) | Title of Class of Securities Class A Ordinary Shares, par value $0.04 per share | |
| (e) | CUSIP Number 30744W107 |
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:
Not applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| CUSIP No. 30744W107 | 13G | Page 6 of 7 Pages |
| (a) | Amount beneficially owned: 9,005,030 Class A Ordinary Shares | ||
| (b) | Percent of class: 3.0% (0.8% of the total voting power in the Company) | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote 0. | ||
| (ii) | Shared power to vote or to direct the vote 9,005,030 Class A Ordinary Shares. | ||
| (iii) | Sole power to dispose or to direct the disposition of 0. | ||
| (iv) | Shared power to dispose or to direct the disposition of 9,005,030 Class A Ordinary Shares. | ||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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.
Instruction. Dissolution of a group requires a response to this item.
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
All shares of Kadi Group Holding Limited are directly held by JD.com Investment Limited, and all shares of JD.com Investment Limited are directly owned by JD.com, Inc.
JD.com, Inc., JD.com Investment Limited and Kadi Group Holding Limited have entered into a joint filing agreement with respect this statement, which was attached as Exhibit 99.1 to the initial Statement on Schedule 13G.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
Exhibit Index
None.
| CUSIP No. 30744W107 | 13G | Page 7 of 7 Pages |
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 as of February 9, 2021.
|
KADI GROUP HOLDING LIMITED
BY: | |
|
/s/ Nani Wang | |
|
NANI WANG Director |
|
JD.COM INVESTMENT LIMITED
BY: | |
|
/s/ Nani Wang | |
|
NANI WANG Director |
|
JD.COM, INC.
BY: | |
|
/s/ Richard Liu | |
|
RICHARD LIU Chairman of the Board and Chief Executive Officer |