Ning Zhang
Orrick, Herrington & Sutcliffe LLP
5701 China World Tower
No. 1 Jianguomenwai Avenue
Beijing 100004
People’s Republic of China
|
Andrew Thorpe
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, California 94105
|
*
|
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.
|
CUSIP No.: 87164C 10 2
|
|||
1.
|
Names of Reporting Persons
Warburg Pincus Private Equity IX, L.P.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
7.
|
Sole Voting Power
|
||
Number of
|
0
|
||
Shares
|
8.
|
Shared Voting Power
|
|
Beneficially
|
|||
Owned by
|
4,000,000
|
||
Each
|
9.
|
Sole Dispositive Power
|
|
Reporting
|
|||
Person With
|
0
|
||
10.
|
Shared Dispositive Power
|
||
4,000,000
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.98%(*)
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
||
(*)
|
This calculation is based upon a total of 57,300,713 shares outstanding as of August 10, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, of Synutra International, Inc., a Delaware corporation (the “Issuer”), filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 10, 2015.
|
CUSIP No.: 87164C 10 2
|
|||
1.
|
Names of Reporting Persons
Warburg Pincus IX GP L.P.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
7.
|
Sole Voting Power
|
||
Number of
|
0
|
||
Shares
|
8.
|
Shared Voting Power
|
|
Beneficially
|
|||
Owned by
|
4,000,000
|
||
Each
|
9.
|
Sole Dispositive Power
|
|
Reporting
|
|||
Person With
|
0
|
||
10.
|
Shared Dispositive Power
|
||
4,000,000
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.98%(*)
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
||
(*)
|
This calculation is based upon a total of 57,300,713 shares outstanding as of August 10, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, of Issuer, filed with the Commission on August 10, 2015.
|
CUSIP No.: 87164C 10 2
|
|||
1.
|
Names of Reporting Persons
WPP GP LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
7.
|
Sole Voting Power
|
||
Number of
|
0
|
||
Shares
|
8.
|
Shared Voting Power
|
|
Beneficially
|
|||
Owned by
|
4,000,000
|
||
Each
|
9.
|
Sole Dispositive Power
|
|
Reporting
|
|||
Person With
|
0
|
||
10.
|
Shared Dispositive Power
|
||
4,000,000
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.98%(*)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
(*)
|
This calculation is based upon a total of 57,300,713 shares outstanding as of August 10, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, of Issuer, filed with the Commission on August 10, 2015.
|
CUSIP No.: 87164C 10 2
|
|||
1.
|
Names of Reporting Persons
Warburg Pincus Partners, L.P.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
7.
|
Sole Voting Power
|
||
Number of
|
0
|
||
Shares
|
8.
|
Shared Voting Power
|
|
Beneficially
|
|||
Owned by
|
4,000,000
|
||
Each
|
9.
|
Sole Dispositive Power
|
|
Reporting
|
|||
Person With
|
0
|
||
10.
|
Shared Dispositive Power
|
||
4,000,000
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.98%(*)
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
||
(*)
|
This calculation is based upon a total of 57,300,713 shares outstanding as of August 10, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, of Issuer, filed with the Commission on August 10, 2015.
|
CUSIP No.: 87164C 10 2
|
|||
1.
|
Names of Reporting Persons
Warburg Pincus Partners GP LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
7.
|
Sole Voting Power
|
||
Number of
|
0
|
||
Shares
|
8.
|
Shared Voting Power
|
|
Beneficially
|
|||
Owned by
|
4,000,000
|
||
Each
|
9.
|
Sole Dispositive Power
|
|
Reporting
|
|||
Person With
|
0
|
||
10.
|
Shared Dispositive Power
|
||
4,000,000
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.98%(*)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
(*)
|
This calculation is based upon a total of 57,300,713 shares outstanding as of August 10, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, of Issuer, filed with the Commission on August 10, 2015.
|
CUSIP No.: 87164C 10 2
|
|||
1.
|
Names of Reporting Persons
Warburg Pincus & Co.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
New York
|
||
7.
|
Sole Voting Power
|
||
Number of
|
0
|
||
Shares
|
8.
|
Shared Voting Power
|
|
Beneficially
|
|||
Owned by
|
4,000,000
|
||
Each
|
9.
|
Sole Dispositive Power
|
|
Reporting
|
|||
Person With
|
0
|
||
10.
|
Shared Dispositive Power
|
||
4,000,000
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.98%(*)
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
||
(*)
|
This calculation is based upon a total of 57,300,713 shares outstanding as of August 10, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, of Issuer, filed with the Commission on August 10, 2015.
|
CUSIP No.: 87164C 10 2
|
|||
1.
|
Names of Reporting Persons
Warburg Pincus LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
New York
|
||
7.
|
Sole Voting Power
|
||
Number of
|
0
|
||
Shares
|
8.
|
Shared Voting Power
|
|
Beneficially
|
|||
Owned by
|
4,000,000
|
||
Each
|
9.
|
Sole Dispositive Power
|
|
Reporting
|
|||
Person With
|
0
|
||
10.
|
Shared Dispositive Power
|
||
4,000,000
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.98%(*)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
||
(*)
|
This calculation is based upon a total of 57,300,713 shares outstanding as of August 10, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, of Issuer, filed with the Commission on August 10, 2015.
|
CUSIP No.: 87164C 10 2
|
|||
1.
|
Names of Reporting Persons
Charles R. Kaye
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
7.
|
Sole Voting Power
|
||
Number of
|
0
|
||
Shares
|
8.
|
Shared Voting Power
|
|
Beneficially
|
|||
Owned by
|
4,000,000
|
||
Each
|
9.
|
Sole Dispositive Power
|
|
Reporting
|
|||
Person With
|
0
|
||
10.
|
Shared Dispositive Power
|
||
4,000,000
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.98%(*)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
(*)
|
This calculation is based upon a total of 57,300,713 shares outstanding as of August 10, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, of Issuer, filed with the Commission on August 10, 2015.
|
CUSIP No.: 87164C 10 2
|
|||
1.
|
Names of Reporting Persons
Joseph P. Landy
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
7.
|
Sole Voting Power
|
||
Number of
|
0
|
||
Shares
|
8.
|
Shared Voting Power
|
|
Beneficially
|
|||
Owned by
|
4,000,000
|
||
Each
|
9.
|
Sole Dispositive Power
|
|
Reporting
|
|||
Person With
|
0
|
||
10.
|
Shared Dispositive Power
|
||
4,000,000
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.98%(*)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
(*)
|
This calculation is based upon a total of 57,300,713 shares outstanding as of August 10, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, of Issuer, filed with the Commission on August 10, 2015.
|
Item 4. Purpose of Transaction |
Item 5. Interest in Securities of the Issuer |
Item 7. Material to be Filed as Exhibits |
Exhibit 99.1:
|
Joint Filing Agreement, dated June 20, 2007, among the Warburg Pincus Reporting Persons, relating to the filing of a joint statement on Schedule 13D (filed as Exhibit 1 to the Schedule 13D filed with the Commission by Warburg Pincus Private Equity IX, L.P. and other reporting persons with respect to the Issuer on June 20, 2006, and incorporated herein by reference).
|
|
Exhibit 99.2:
|
Joint Filing Agreement, dated April 23, 2008, by and among Warburg Pincus Private Equity IX, L.P., Warburg Pincus IX LLC, Warburg Pincus Partners LLC, Warburg Pincus LLC, Warburg Pincus & Co., Charles R. Kaye and Joseph P. Landy, relating to the filing of a joint statement on Schedule 13D/A (filed as Exhibit 6 to the Schedule 13D/A filed with the Commission by Warburg Pincus Private Equity IX, L.P. and other reporting persons with respect to the Issuer on April 24, 2008, and incorporated herein by reference).
|
|
Exhibit 99.3:
|
Joint Filing Agreement, dated September 1, 2008, by and among Warburg Pincus Private Equity IX, L.P., Warburg Pincus IX LLC, Warburg Pincus Partners LLC, Warburg Pincus LLC, Warburg Pincus & Co., Charles R. Kaye and Joseph P. Landy, relating to the filing of a joint statement on Schedule 13D/A (filed as Exhibit 12 to the Schedule 13D/A filed with the Commission by Warburg Pincus Private Equity IX, L.P. and other reporting persons with respect to the Issuer on September 2, 2008, and incorporated herein by reference).
|
|
Exhibit 99.4:
|
Joint Filing Agreement, dated April 26, 2011, by and among Warburg Pincus Private Equity IX, L.P., Warburg Pincus IX LLC, Warburg Pincus Partners LLC, Warburg Pincus & Co., Warburg Pincus LLC, Charles R. Kaye and Joseph P. Landy, relating to the filing of a joint statement on Schedule 13D/A (filed as Exhibit 13 to the Schedule 13D/A filed with the Commission by Warburg Pincus Private Equity IX, L.P. and other reporting persons with respect to the Issuer on April 26, 2011, and incorporated herein by reference).
|
|
Exhibit 99.5:
|
Joint Filing Agreement, dated September 14, 2015, by and among Warburg Pincus Private Equity IX, L.P., Warburg Pincus IX GP L.P., WPP GP LLC, Warburg Pincus Partners, L.P., Warburg Pincus Partners GP LLC, Warburg Pincus & Co., Warburg Pincus LLC, Charles R. Kaye and Joseph P. Landy, relating to the filing of a joint statement on Schedule 13D/A.
|
|
Exhibit 99.6:
|
Share Purchase Agreement, dated September 14, 2015, by and between Warburg Pincus Private Equity IX, L.P. and Sparkle Wealthy Limited.
|
WARBURG PINCUS PRIVATE EQUITY IX, L.P.
|
|||||||
By:
|
Warburg Pincus IX GP L.P., its General Partner
|
||||||
By:
|
WPP GP LLC, its General Partner
|
||||||
By:
|
Warburg Pincus Partners, L.P., its Managing Member
|
||||||
By: | Warburg Pincus Partners GP LLC, its General Partner | ||||||
By: |
Warburg Pincus & Co., its Managing Member
|
By:
|
/s/ Robert B. Knauss |
|
|||
Name: Robert B. Knauss
|
|||||
Title: Partner
|
WARBURG PINCUS IX GP L.P.
|
||||||
By:
|
WPP GP LLC, its General Partner
|
|||||
By:
|
Warburg Pincus Partners, L.P., its Managing Member
|
|||||
By:
|
Warburg Pincus Partners GP LLC, its General Partner
|
|||||
By:
|
Warburg Pincus & Co., its Managing Member
|
By:
|
/s/ Robert B. Knauss |
|
|||
Name: Robert B. Knauss
|
|||||
Title: Partner
|
WPP GP LLC
|
||||||
By:
|
Warburg Pincus Partners, L.P., its Managing Member
|
|||||
By:
|
Warburg Pincus Partners GP LLC, its General Partner
|
|||||
By:
|
Warburg Pincus & Co., its Managing Member
|
By:
|
/s/ Robert B. Knauss |
|
|||
Name: Robert B. Knauss
|
|||||
Title: Partner
|
WARBURG PINCUS PARTNERS, L.P.
|
||||||
By:
|
Warburg Pincus Partners GP LLC, its General Partner
|
|||||
By:
|
Warburg Pincus & Co., its Managing Member
|
By:
|
/s/ Robert B. Knauss |
|
|||
Name: Robert B. Knauss
|
|||||
Title: Partner
|
WARBURG PINCUS PARTNERS GP LLC
|
||||||
By:
|
Warburg Pincus & Co., its Managing Member
|
By:
|
/s/ Robert B. Knauss |
|
|||
Name: Robert B. Knauss
|
|||||
Title: Partner
|
WARBURG PINCUS & CO.
|
||||||
By:
|
/s/ Robert B. Knauss |
|
|||
Name: Robert B. Knauss
|
|||||
Title: Partner
|
WARBURG PINCUS LLC
|
||||||
By:
|
/s/ Robert B. Knauss |
|
|||
Name: Robert B. Knauss
|
|||||
Title: Managing Director
|
CHARLES R. KAYE
|
||||||
By:
|
/s/ Robert B. Knauss |
|
|||
Name: Charles R. Kaye
|
|||||
By: Robert B. Knauss, Attorney-in-Fact*
|
JOSEPH P. LANDY
|
||||||
By:
|
/s/ Robert B. Knauss |
|
|||
Name: Joseph P. Landy
|
|||||
By: Robert B. Knauss, Attorney-in-Fact*
|
*
|
Power of Attorney given by Mr. Kaye and Mr. Landy was previously filed with the United States Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Inc. (f/k/a Laredo Petroleum Holdings, Inc.) and is hereby incorporated by reference.
|