Report of Proposed Sale of Securities (144)
01 April 2021 - 12:14PM
Edgar (US Regulatory)
|
|
|
|
|
OMB APPROVAL
|
OMB Number:
|
|
3235-0101
|
Estimated average burden
|
hours per response
|
|
2.00
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
|
|
SEC USE ONLY
|
|
DOCUMENT SEQUENCE NO.
|
|
CUSIP NUMBER
|
|
WORK LOCATION
|
|
|
ATTENTION:
|
Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to
execute sale or executing a sale directly with a market maker.
|
|
|
|
|
|
|
|
1 (a) NAME OF ISSUER (Please type or print)
Chindata Group Holdings Ltd.
|
|
(b) IRS IDENT. NO.
|
|
(c) S.E.C. FILE NO
001-39556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 (d) ADDRESS OF ISSUER
|
|
STREET
|
|
CITY
|
|
STATE
|
|
ZIP CODE
|
|
(e) TELEPHONE NO
|
No. 47 Laiguangying East Road, Chaoyang District
|
|
|
|
Beijing
|
|
Peoples
Republic of
China
|
|
100012
|
|
AREA CODE
|
|
NUMBER
|
|
|
86 10
|
|
59033200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 (a) NAME OF PERSON FOR WHOSE
ACCOUNT
THE SECURITIES ARE TO BE SOLD
|
|
(b) RELATIONSHIP TO ISSUER
|
|
(c) ADDRESS STREET
|
|
CITY
|
|
STATE
|
|
ZIP CODE
|
Jing Ju
|
|
Director and Officer
|
|
No. 47 Laiguangying East Road, Chaoyang District
|
|
Beijing
|
|
Peoples Republic of China
|
|
100012
|
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification
Number and the S.E.C. File Number.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 (a)
|
|
(b)
|
|
|
|
SEC USE ONLY
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
Title of the
Class of
Securities
To Be Sold
|
|
Name and Address of Each Broker
Through Whom
the Securities are to be Offered or Each Market
Maker who is Acquiring the Securities
|
|
Broker-Dealer
File Number
|
|
Number of Shares
or Other Units
To Be
Sold
(See instr. 3(c))
|
|
Aggregate
Market Value
(See instr. 3(d))
|
|
Number of Shares
or Other Units
Outstanding
(See instr.
3(e))
|
|
Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
|
|
Name of Each
Securities
Exchange
(See instr. 3(g))
|
|
|
|
|
|
|
|
|
American Depositary Shares, each representing two Class A ordinary shares
|
|
Morgan Stanley & Co. LLC
1585 Broadway, 5th Floor, New York, NY 10036
|
|
|
|
3,000,000 ADSs
|
|
US$48,000,000
|
|
[1]
|
|
March 31, 2021
|
|
Nasdaq Global Select Market
|
|
|
|
|
|
INSTRUCTIONS:
|
1.
|
|
(a)
|
|
Name of issuer
|
|
|
(b)
|
|
Issuers I.R.S. Identification Number
|
|
|
(c)
|
|
Issuers S.E.C. file number, if any
|
|
|
(d)
(e)
|
|
Issuers address, including zip code
Issuers telephone number, including area code
|
|
|
|
2.
|
|
(a)
|
|
Name of person for whose account the securities are to be sold
|
|
|
(b)
|
|
Such persons relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
|
|
|
(c)
|
|
Such persons address, including zip code
|
|
|
|
|
|
|
|
|
3.
|
|
(a)
|
|
Title of the class of securities to be sold
|
|
|
(b)
|
|
Name and address of each broker through whom the securities are intended to be sold
|
|
|
(c)
|
|
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
|
|
|
(d)
|
|
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
|
|
|
(e)
|
|
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by
the most recent report or statement published by the issuer
Approximate date on which the securities are to be sold
|
|
|
(f)
|
|
|
(g)
|
|
Name of each securities exchange, if any, on which the securities are intended to be sold
|
|
|
|
|
|
|
|
Potential persons who are to 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 1147 (08-07)
|
TABLE I SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of
the Class
|
|
Date you
Acquired
|
|
Nature of Acquisition Transaction
|
|
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
|
|
Amount of
Securities Acquired
|
|
Date of
Payment
|
|
Nature of
Payment
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
|
April 23, 2020
|
|
Share subscription for cash payment
|
|
|
|
Chindata Group Holdings Ltd.
|
|
|
|
6,000,000
|
|
|
|
April 23, 2020
|
|
Cash
|
|
|
|
INSTRUCTIONS:
|
|
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or
other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
|
TABLE II SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be
sold.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Address of Seller
|
|
Title of Securities Sold
|
|
Date of Sale
|
|
Amount of
Securities Sold
|
|
Gross Proceeds
|
|
|
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
REMARKS:
[1] The Issuer
has 730,459,381 outstanding ordinary shares as of March 23, 2021 (an equivalent of 365,229,690.5 ADSs), of which 348,396,061 shares are Class A Ordinary Shares, and 382,063,320 shares are Class B Ordinary Shares. Class B Ordinary
Shares can be converted into Class A Ordinary Shares on a one-for-one basis.
[2] Morgan Stanley & Co. LLC is an affiliate of Morgan Stanley Bank, N.A.
[3] In accordance with the procedures described in the Commissions interpretive letter to Goldman, Sachs & Co. dated December 20, 1999 and
the Commissions interpretive letter to Bank of America N.A., Merrill Lynch, Pierce, Fenner & Smith Inc., dated December 1, 2011, the shares noticed in Section 3(c) of this Form 144 are subject to a prepaid forward sale
contracts (the Contract) between Abiding Joy Limited (Abiding) and Morgan Stanley Bank, N.A.. The Contract will provide for an up-front cash payment to Abiding based upon the
then-current market price of the ADSs. Upon the expiration of the Contract (approximately 1 year following the cash payment to Abiding), Abiding will be obligated to deliver the number of ADSs underlying the Contract or instead make a cash
settlement. Abiding has pledged the ordinary shares subject to the Contract to secure Abidings obligations thereunder. Any initial hedging activity in connection with the Contract will be conducted by the broker named in Section 3(b).
|
|
|
INSTRUCTIONS:
See the definition of
person in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall
be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
|
|
ATTENTION:
The person for whose
account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to
be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating
the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
|
|
|
March 31,
2021
DATE OF NOTICE
|
|
/s/ Jing Ju
(SIGNATURE)
|
|
|
DATE OF PLAN ADOPTION
OR GIVING OF INSTRUCTION,
IF RELYING ON RULE 10B5-1
|
|
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed
signatures.
|
|
ATTENTION: Intentional misstatements or omission
of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
|
Chindata (NASDAQ:CD)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Chindata (NASDAQ:CD)
Historical Stock Chart
Von Jul 2023 bis Jul 2024