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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Share Option (Right to Buy) | $ 16.15 (2) | 06/06/2018 | A | 17,442 (2) | (3) | 06/05/2028 | Ordinary Shares | 17,442 (2) | $ 0 | 17,442 (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Yi Qingqing C/O DMS HOUSE, 20 GENESIS CLOSE PO BOX 2587 GEORGE TOWN, GRAND CAYMAN, E9 KY1 1103 |
X |
/s/ Qingqing Yi | 06/08/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents securities underlying restricted share units ("RSUs"). All securities will vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting; provided, however, that all vesting shall cease if the Reporting Person resigns from the board of directors or otherwise ceases to serve as a director, unless the board determines otherwise. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events. |
(2) | The number of securities underlying each option and the exercise price therefor are represented in ordinary shares. The exercise price is equal to 1/13 of the closing price of our American Depositary Shares ("ADSs") on the date of grant, as each ADS represents 13 ordinary shares. |
(3) | The option shall become exercisable in full upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting; provided, however, that all vesting shall cease if the Reporting Person resigns from the board of directors or otherwise ceases to serve as a director, unless the board determines otherwise. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events. |
Remarks: Qingqing Yi ("Mr. Yi") is an employee of Hillhouse Capital Management, Ltd. ("Hillhouse Capital"). Hillhouse Capital acts as the sole general partner of YHG Investment, L.P. ("YHG") and the sole management company of Gaoling Fund, L.P. ("Gaoling") and Hillhouse Fund II, L.P. ("Fund II"). Fund II owns Hillhouse BGN Holdings Limited ("HH BGN"), and each of HH BGN, Gaoling and Fund II (collectively, the "Hillhouse Entities") hold securities of the Issuer. Mr. Yi expressly disclaims beneficial ownership of the securities held by the Hillhouse Entities, except to the extent of his pecuniary interest therein, if any. |