SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 3)

 

 

Noah Holdings Limited

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

65487X102

(CUSIP Number)

12/31/14

(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)

(Continued on following pages)

 

 

 

 

Page 1 of 12 Pages


13 G

 

CUSIP No. 65487X102    Page 2 of 12 Pages

 

  1   

Name of reporting person

SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-3514012

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    CAYMAN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

     

Sole voting power

 

    0

   6   

Shared voting power

 

    2,992,880

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    2,992,880

  9  

Aggregate amount beneficially owned by each reporting person

 

    2,992,880

10  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row 9

 

    10.7% 1

12  

Type of reporting person

 

    PN

 

1  The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014.


13 G

 

CUSIP No. 65487X102    Page 3 of 12 Pages

 

  1   

Name of reporting person

SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (“SCC PTRS I”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-4387549

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    CAYMAN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

     

Sole voting power

 

    0

   6   

Shared voting power

 

    343,900

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    343,900

  9  

Aggregate amount beneficially owned by each reporting person

 

    343,900

10  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row 9

 

    1.2% 1

12  

Type of reporting person

 

    PN

 

1  The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014.


13 G

 

CUSIP No. 65487X102    Page 4 of 12 Pages

 

  1   

Name of reporting person

SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (“SCC PRIN I”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-4887879

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    CAYMAN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

     

Sole voting power

 

    0

   6   

Shared voting power

 

    463,220

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    463,220

  9  

Aggregate amount beneficially owned by each reporting person

 

    463,220

10  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row 9

 

    1.7% 1

12  

Type of reporting person

 

    PN

 

1  The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014.


13 G

 

CUSIP No. 65487X102    Page 5 of 12 Pages

 

  1   

Name of reporting person

SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. (“SCC MGMT I”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-3348112

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    CAYMAN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

     

Sole voting power

 

    0

   6   

Shared voting power

 

3,800,000 shares of which 2,992,880 shares are directly held by SCC I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

3,800,000 shares of which 2,992,880 shares are directly held by SCC I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

  9  

Aggregate amount beneficially owned by each reporting person

 

    3,800,000

10  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row 9

 

    13.5% 1

12  

Type of reporting person

 

    PN

 

1  The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014.


13 G

 

CUSIP No. 65487X102    Page 6 of 12 Pages

 

  1   

Name of reporting person

SC CHINA HOLDING LIMITED (“SCC HOLD”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    CAYMAN ISLANDS

Number of

shares

beneficially

owned by

each

reporting

person

with

     

Sole voting power

 

    0

   6   

Shared voting power

 

3,800,000 shares of which 2,992,880 shares are directly held by SCC I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

3,800,000 shares of which 2,992,880 shares are directly held by SCC I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

  9  

Aggregate amount beneficially owned by each reporting person

 

    3,800,000

10  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row 9

 

    13.5% 1

12  

Type of reporting person

 

    OO

 

1  The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014.


13 G

 

CUSIP No. 65487X102   Page 7 of 12 Pages

 

  1   

Name of reporting person

SNP CHINA ENTERPRISES LIMITED (“SNP”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

  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

     

Sole voting power

 

    0

   6   

Shared voting power

 

3,800,000 shares of which 2,992,880 shares are directly held by SCC I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

3,800,000 shares of which 2,992,880 shares are directly held by SCC I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

  9  

Aggregate amount beneficially owned by each reporting person

 

    3,800,000

10  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row 9

 

    13.5% 1

12  

Type of reporting person

 

    OO

 

1  The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014.


13 G

 

CUSIP No. 65487X102   Page 8 of 12 Pages

 

  1   

Name of reporting person

NAN PENG SHEN (“NS”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

  2  

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    HONG KONG SAR

Number of

shares

beneficially

owned by

each

reporting

person

with

     

Sole voting power

 

    133,707

   6   

Shared voting power

 

3,800,000 shares of which 2,992,880 shares are directly held by SCC I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

   7   

Sole dispositive power

 

    133,707

   8   

Shared dispositive power

 

3,800,000 shares of which 2,992,880 shares are directly held by SCC I, 343,900 shares are directly held by SCC PTRS I and 463,220 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

  9  

Aggregate amount beneficially owned by each reporting person

 

    3,800,000

10  

Check box if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row 9

 

    14.0% 1

12  

Type of reporting person

 

    IN

 

1  The percentage is based upon 28,055,302 shares of the Issuer’s Ordinary shares outstanding as of December 31, 2014.


   13 G   
CUSIP No. 65487X102       Page 9 of 12 Pages

 

  ITEM 1.     

 

(a)    Name of Issuer:

   Noah Holdings Limited

(b)    Address of Issuer’s Principal Executive Offices:

   No. 32 Qinhuangdao Road, Building C
   Shanghai 200082
   People’s Republic of China

 

  ITEM 2.     

 

  (a) Name of Persons Filing:

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Management I, L.P.

SC China Holding Limited

SNP China Enterprises Limited

Nan Peng Shen

SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I. SNP is the Director of, and wholly owns, SCC HOLD. NS is the Director of, and wholly owns SNP.

 

  (b) Address of Principal Business Office or, if none, Residence:

3000 Sand Hill Road, 4-250

Menlo Park, CA 94025

Citizenship:

SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD: Cayman Islands

SNP: British Virgin Islands

NS: Hong Kong SAR

 

(c)   Title of Class of Securities:   Ordinary Shares
(d)   CUSIP Number:   65487X102

 

  ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

  ITEM 4. Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES


   13 G   
CUSIP No. 65487X102       Page 10 of 12 Pages

 

  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.  ¨

 

  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

NOT APPLICABLE


   13 G   
CUSIP No. 65487X102       Page 11 of 12 Pages

 

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 10, 2015

 

Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
  By:   Sequoia Capital China Management I, L.P.
  General Partner of each
  By:   SC China Holding Limited
  its General Partner
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
Sequoia Capital China Management I, L.P.
  By:   SC China Holding Limited
  its General Partner
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
SC China Holding Limited
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
SNP China Enterprises Limited
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen, Owner and Director

/s/ Nan Peng Shen

Nan Peng Shen


   13 G   
CUSIP No. 65487X102       Page 12 of 12 Pages

 

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the ordinary shares of Noah Holdings Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 10, 2015

 

Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
  By:   Sequoia Capital China Management I, L.P.
  General Partner of each
  By:   SC China Holding Limited
  its General Partner
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
Sequoia Capital China Management I, L.P.
  By:   SC China Holding Limited
  its General Partner
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
SC China Holding Limited
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
SNP China Enterprises Limited
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen, Owner and Director

/s/ Nan Peng Shen

Nan Peng Shen