Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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. o

* 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, as amended (the "Exchange 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).

* The percentage is calculated based on 131,849,099 ordinary shares outstanding as of March 31, 2018 (including 115, 293,345 Class A Ordinary Shares, par value US$0.0001 per share (“Class A Ordinary Shares”) and 16,510,358 Class B Ordinary Shares, par value US$0.0001 per share (“Class B Ordinary Shares”), which include 45,369 Class A Ordinary Shares issued to the depositary bank of the Issuer under reservation for future grants under the Issuer’s share incentive plan, as reported by the Issuer in its annual reported on Form 20-F filed with the SEC on April 19, 2018. Class A Ordinary Shares and Class B Ordinary Shares are collectively referred to as “Ordinary Shares.”

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* The percentage is calculated based on 131,849,099 ordinary shares outstanding as of March 31, 2018 (including 115,293,345 Class A Ordinary Shares, par value US$0.0001 per share  and 16,510,358 Class B Ordinary Shares, par value US$0.0001 per share, which include 45,369 Class A Ordinary Shares issued to the depositary bank of the Issuer under reservation for future grants under the Issuer’s share incentive plan, as reported by the Issuer in its annual reported on Form 20-F filed with the SEC on April 19, 2018.

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* The percentage is calculated based on 131,849,099 ordinary shares outstanding as of March 31, 2018 (including 115,293,345 Class A Ordinary Shares, par value US$0.0001 per share  and 16,510,358 Class B Ordinary Shares, par value US$0.0001 per share, which include 45,369 Class A Ordinary Shares issued to the depositary bank of the Issuer under reservation for future grants under the Issuer’s share incentive plan, as reported by the Issuer in its annual reported on Form 20-F filed with the SEC on April 19, 2018.

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Item 1. Security and Issuer.

This Amendment No.1 to Statement on Schedule 13D (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 8, 2018 (the “Original Schedule 13D,” together with the Amendment No. 1, the “Statement”) by each of JD.com, Inc., JD.com Investment Limited and Windcreek Limited (the “Reporting Persons”), with respect to Ordinary Shares, par value $0.0001 per share, of Vipshop Holdings Limited, a company organized under the laws of the Cayman Islands (the “Issuer”), whose principal executive offices are located at No. 20 Huahai Street, Liwan District, Guangzhou 510370, The People’s Republic of China.

Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby supplemented by the following:

Since April 2018, Windcreek purchased an aggregate amount of 8,593,505 ADSs, representing 1,718,701 Ordinary Shares of the Issuer, in the open market with a weighted average trading price of US$14.1517 per ADS.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and supplemented by the following:

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 1 are hereby incorporated by reference in this Item 5. As of June 13, 2018, each Reporting Person may be deemed to have beneficial ownership and shared voting power to vote or direct the vote of 8,920,199 Class A Ordinary Shares, representing 6.8% of the Issuer’s outstanding Ordinary Shares.

As of June 13, 2018, Windcreek beneficially owned an aggregate of 8,920,199 Class A Ordinary Shares, which consisted of (i) 8,593,505 ADSs, representing 1,718,701  Class A Ordinary Shares, purchased by Windcreek in the open market from April 2018 to June 13, 2018, and (ii) 3,955,473 Class A Ordinary Shares issued to Windcreek  by the Issuer pursuant to the Share Subscription Agreement on the Closing Date, and (iii) 16,230,127 ADSs, representing 3,246,025 Class A Ordinary Shares, purchased by Windcreek in the open market prior to the Closing Date.

JD Investment is the sole shareholder of Windcreek. Pursuant to Section 13(d) of the Exchange Act, and the rules promulgated thereunder, JD Investment may be deemed to beneficially own all of the Class A Ordinary Shares of the Issuer held by Windcreek.

JD is the sole shareholder of JD Investment and therefore indirectly owns all the outstanding shares of Windcreek. Pursuant to Section 13(d) of the Exchange Act, and the rules promulgated thereunder, JD may be deemed to beneficially own all of the Class A Ordinary Shares of the Issuer held by Windcreek.

The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of the Reporting Persons is based on 131,849,099 ordinary shares outstanding as of March 31, 2018 (including 115,293,345 Class A Ordinary Shares, par value US$0.0001 per share and 16,510,358 Class B Ordinary Shares, par value US$0.0001 per share, which include 45,369 Class A Ordinary Shares issued to the depositary bank of the Issuer under reservation for future grants under the Issuer’s share incentive plan, as reported by the Issuer in its annual reported on Form 20-F filed with the SEC on April 19, 2018.

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Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Shares of the Issuer or has the right to acquire any Ordinary Shares of the Issuer.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares of the Issuer that they may be deemed to beneficially own.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Ordinary Shares of the Issuer during the past 60 days.

Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.

* Filed with the Original Schedule 13D.

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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.

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SCHEDULE A

Directors and Executive Officers of JD

The names of the directors and the names and titles of the executive officers of JD and their principal occupations are set forth below. Except for Mr. Martin Chiping Lau, Mr. Ming Huang, Mr. Louis T. Hsieh and Mr. David Daokui Li, the business address of the directors and executive officers is c/o 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.

* The principal occupation is the same as his/her position with JD.

(1)           The business address of Martin Chiping Lau is 39/F, Tencent Building, Kejizhongyi Avenue, Hi-Tech Park, Nanshan District, Shenzhen 518057, P.R. China.

(2)           The business address of Ming Huang is China Europe International Business School, 699 Hongfeng Road, Pudong District, Shanghai 201206, China.

(3)           The business address of Louis T. Hsieh is No.6 Hai Dian Zhong Street, Haidian District, Beijing 100080, , P.R. China.

(4)           The business address of David Daokui Li is School of Economics and Management, Tsinghua University, Beijing 100084, China.

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Directors and Executive Officers of JD Investment

The names of the directors and the names and titles of the executive officers of JD Investment and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o 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.

Directors and Executive Officers of Windcreek

The names of the directors and the names and titles of the executive officers of Windcreek and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o 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.

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