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. 2)*

 

 

Taomee Holdings Limited

(Name of Issuer)

Ordinary shares, par value US$0.00002 per share

(Title of Class of Securities)

G8673T 108

(CUSIP Number)

December 31, 2015

(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)

 

* 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 (“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).

(Continued on following pages)

 

 

 

  1   

Name of reporting person

 

Qiming Corporate GP II, Ltd.

 

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

    5    

Sole voting power

 

    120,026,320 ordinary shares.

 

Of the above shares, Qiming GP II, L.P. may also be deemed to have sole voting power with respect to 118,441,960 ordinary shares; Qiming Venture Partners II, L.P. may also be deemed to have sole voting power with respect to 108,904,520 ordinary shares; Qiming Venture Partners II-C, L.P. may also be deemed to have sole voting power with respect to 9,537,440 ordinary shares; and Qiming Managing Directors Fund II, L.P. may also be deemed to have sole voting power with respect to 1,584,360 ordinary shares. See Item 4.

   6   

Shared voting power

 

    0

   7   

Sole dispositive power

 

    120,026,320 ordinary shares.

 

Of the above shares, Qiming GP II, L.P. may also be deemed to have sole dispositive power with respect to 118,441,960 ordinary shares; Qiming Venture Partners II, L.P. may also be deemed to have sole dispositive power with respect to 108,904,520 ordinary shares; Qiming Venture Partners II-C, L.P. may also be deemed to have sole dispositive power with respect to 9,537,440 ordinary shares; and Qiming Managing Directors Fund II, L.P. may also be deemed to have sole dispositive power with respect to 1,584,360 ordinary shares. See Item 4.

   8   

Shared dispositive power

 

    0

  9  

Aggregate amount beneficially owned by each reporting person

 

    120,026,320 ordinary shares.

10  

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

 

11  

Percent of class represented by amount in Row 9

 

    16.86% (1)

12  

Type of reporting person*

 

    CO

 

(1) Based on the 711,839,620 Ordinary Shares outstanding as of December 31, 2015. Excludes (i) 42,207,780 Ordinary Shares are held in the treasury of the Company, and (ii) 2,512,360 Ordinary Shares are reserved for future issuance pursuant to outstanding Company Equity Awards granted pursuant to the Share Incentive Plans.

  1   

Name of reporting person

 

Qiming GP II, L.P.

 

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

    5    

Sole voting power

 

    118,441,960 ordinary shares.

 

Of the above shares, Qiming Venture Partners II, L.P. may also be deemed to have sole voting power with respect to 108,904,520 ordinary shares; and Qiming Venture Partners II-C, L.P. may also be deemed to have sole voting power with respect to 9,537,440 ordinary shares. See Item 4.

   6   

Shared voting power

 

    0

   7   

Sole dispositive power

 

    118,441,960 ordinary shares.

 

Of the above shares, Qiming Venture Partners II, L.P. may also be deemed to have sole dispositive power with respect to 108,904,520 ordinary shares; and Qiming Venture Partners II-C, L.P. may also be deemed to have sole dispositive power with respect to 9,537,440 ordinary shares. See Item 4.

   8   

Shared dispositive power

 

    0

  9  

Aggregate amount beneficially owned by each reporting person

 

    118,441,960 ordinary shares.

10  

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

 

11  

Percent of class represented by amount in Row 9

 

    16.64% (1)

12  

Type of reporting person*

 

    PN

 

(1) Based on the 711,839,620 Ordinary Shares outstanding as of December 31, 2015. Excludes (i) 42,207,780 Ordinary Shares are held in the treasury of the Company, and (ii) 2,512,360 Ordinary Shares are reserved for future issuance pursuant to outstanding Company Equity Awards granted pursuant to the Share Incentive Plans.

  1   

Name of reporting person

 

Qiming Venture Partners II, L.P.

 

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

    5    

Sole voting power

 

    108,904,520 ordinary shares.

   6   

Shared voting power

 

    0

   7   

Sole dispositive power

 

    108,904,520 ordinary shares.

   8   

Shared dispositive power

 

    0

  9  

Aggregate amount beneficially owned by each reporting person

 

    108,904,520 ordinary shares.

10  

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

 

11  

Percent of class represented by amount in Row 9

 

    15.30% (1)

12  

Type of reporting person*

 

    PN

 

(1) Based on the 711,839,620 Ordinary Shares outstanding as of December 31, 2015. Excludes (i) 42,207,780 Ordinary Shares are held in the treasury of the Company, and (ii) 2,512,360 Ordinary Shares are reserved for future issuance pursuant to outstanding Company Equity Awards granted pursuant to the Share Incentive Plans.

ITEM 1(a). NAME OF ISSUER:

Taomee Holdings Limited (the “Issuer”)

 

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District

Shanghai 200233

People’s Republic of China

 

ITEM 2(a). NAME OF PERSON FILING:

Qiming Corporate GP II, Ltd.

Qiming GP II, L.P.

Qiming Venture Partners II, L.P.

 

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

The registered address of Qiming Corporate GP II, Ltd., Qiming GP II, L.P. and Qiming Venture Partners II, L.P. is M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street George Town, Grand Cayman, Cayman Islands, KY1-1104.

 

ITEM 2(c) CITIZENSHIP:

Qiming Corporate GP II, Ltd. – Cayman Islands

Qiming GP II, L.P. – Cayman Islands

Qiming Venture Partners II, L.P. – Cayman Islands

 

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

Ordinary shares, par value US$0.00002 per share

 

ITEM 2(e). CUSIP NUMBER:

G8673T 108

 

ITEM 3. Not Applicable

 

ITEM 4. OWNERSHIP:

The following information with respect to the ownership of the ordinary shares of the issuer by each of the Reporting Persons is provided as of December 31, 2015:

 

Reporting Person

    Amount
beneficially
owned:		      Percent
of class:		     Sole power
to vote or
direct
the vote:		      Shared
power to
vote or to
direct
the vote:		      Sole power to
dispose or to
direct the
disposition of:		      Shared power
to dispose or to
direct the
disposition of:		  

Qiming Corporate GP II, Ltd.

      120,026,320         16.86 %      120,026,320         0         120,026,320         0   

Qiming GP II, L.P.

      118,441,960         16.64 %      118,441,960         0         118,441,960         0   

Qiming Venture Partners II, L.P.

      108,904,520         15.30 %      108,904,520         0         108,904,520         0   

108,904,520, 9,537,440 and 1,584,360 ordinary shares of the Issuer are held of record and beneficially owned by Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P., respectively. Each of Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P. owns less than five percent of the outstanding shares of the Issuer and is not a reporting person hereunder.

The general partner of Qiming Venture Partners II, L.P. and Qiming Venture Partners II-C, L.P. is Qiming GP II, L.P., a Cayman Islands exempted limited partnership, whose general partner is Qiming Corporate GP II, Ltd., a Cayman Islands limited company which is also the general partner of Qiming Managing Directors Fund II, L.P. Each of Qiming GP II, L.P. and Qiming Corporate GP II, Ltd. may be deemed to beneficially own the shares beneficially owned or deemed to be beneficially owned by the entity to which it is the general partner.

Voting and investment power of the shares held by Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P. is exercised by the investment committee of Qiming Corporate GP II, Ltd., which consists of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley. Each of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley disclaims beneficial ownership of the ordinary shares of Taomee, except to the extent of such person’s own pecuniary interest therein.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not applicable

 

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:

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

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.

Date: February 3, 2016

 

Qiming Venture Partners II, L.P.  
  By:   Qiming GP II, L.P.      
    By:   Qiming Corporate GP II, Ltd.        
          By:  

/s/ Grace Lee

            Name:   Grace Lee
            Title:   Authorized Signatory
Qiming GP II, L.P.        
  By:   Qiming Corporate GP II, Ltd.      
          By:  

/s/ Grace Lee

            Name:   Grace Lee
            Title:   Authorized Signatory
Qiming Corporate GP II, Ltd.        
          By:  

/s/ Grace Lee

            Name:   Grace Lee
            Title:   Authorized Signatory

 

LIST OF EXHIBITS

 

Exhibit
No.

   

Description

99.1*    Joint Filing Agreement

 

* Previously filed.
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