Statement of Ownership (sc 13g)
11 Februar 2022 - 10:06PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d–102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO §240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.
(Amendment No.___)
Waterdrop
Inc.
(Name of Issuer)
Class A Ordinary
Shares, par value US$ 0.000005 per share
(Title of Class of Securities)
94132V105
(CUSIP Number)
December
31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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Rule 13d-1(b)
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 94132V105
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1.
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Names of Reporting Persons
Gaorong Technology Consulting Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
118,230,053
Class A ordinary shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
118,230,053
Class A ordinary shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
118,230,053
Class A ordinary shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
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11.
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Percent of Class Represented by Amount in Row (9)
3.77% of Class A ordinary shares (or 3.00% of the total ordinary
shares) (4)
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12.
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Type of Reporting Person (See Instructions)
CO
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(1)
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This statement on Schedule 13G is filed by Gaorong Technology Consulting Limited (“Gaorong Technology”),
Suzhou Industry Park Gaorong Growth Investment Center (Limited Partnership) (“Suzhou Gaorong”), Xizang Gaorong Capital Management
Co., Ltd. (“Xizang Gaorong”), Beijing Gaorong Capital Management Consulting Co., Ltd (“Beijing Gaorong”), Gaorong
Group Holdings Limited (“Gaorong Holdings”), Banyan Partners Fund III, L.P. (“Banyan Fund III”), Banyan Partners
Fund III-A, L.P. (“Banyan Fund III-A”) and Banyan Partners III Ltd. (“Banyan III GP”, collectively with Gaorong
Technology, Suzhou Gaorong, Xizang Gaorong, Beijing Gaorong, Gaorong Holdings, Banyan Fund III, Banyan Fund III-A, the “Reporting
Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
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(2)
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Represents 118,230,053 Class A ordinary shares directly held by Gaorong Technology. Gaorong Technology
is wholly owned by Suzhou Gaorong whose general partner is Xizang Gaorong. Xizang Gaorong is wholly owned by Beijing Gaorong. As such,
Suzhou Gaorong, Xizang Gaorong and Beijing Gaorong may exercise voting and dispositive power over the ordinary shares held by Gaorong
Technology. Gaorong Holdings directly holds 86,052,718 Class A ordinary shares. Banyan Fund III and Banyan Fund III-A hold 79.33% and
14.00% of the total share capital of Gaorong Holdings, respectively, and as such Banyan Fund III may exercise voting and dispositive power
over the ordinary shares held by Gaorong Holdings. Banyan Fund III directly holds 31,880,733 Class A ordinary shares and Banyan Fund III-A
directly holds 2,039,576 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A,
and as such, may exercise voting and dispositive power over the ordinary shares held by Banyan Fund III, Banyan Fund III-A and Gaorong
Holdings.
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(3)
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Gaorong Technology disclaims beneficial ownership over shares reported herein that are directly held by
Gaorong Holdings, Banyan Fund III and Banyan Fund III-A.
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(4)
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Calculation is based on 3,941,265,290 ordinary
shares issued and outstanding (assuming the underwriters did not exercise their option to purchase additional American depositary shares
of the Issuer), consisting of 3,139,360,311 Class A ordinary shares and 801,904,979 Class B ordinary shares, as reported in the Issuer’s
final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on May 7, 2021 (the “Issuer’s
424B4 Filing”). Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to nine votes and
is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class
B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by
the Gaorong Technology represent approximately 1.14% of the aggregate voting power of the total issued and outstanding ordinary shares
of the Issuer.
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CUSIP No. 94132V105
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1.
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Names of Reporting Persons
Suzhou Industry Park Gaorong Growth Investment Center (Limited Partnership)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
People’s Republic of China
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
118,230,053
Class A ordinary shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
118,230,053
Class A ordinary shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
118,230,053 Class A ordinary shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
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11.
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Percent of Class Represented by Amount in Row (9)
3.77% of Class A ordinary shares (or 3.00% of the total ordinary
shares) (4)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G.
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(2)
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Represents 118,230,053 Class A ordinary shares directly held by Gaorong Technology. Gaorong Technology
is wholly owned by Suzhou Gaorong whose general partner is Xizang Gaorong. Xizang Gaorong is wholly owned by Beijing Gaorong. As such,
Suzhou Gaorong, Xizang Gaorong and Beijing Gaorong may exercise voting and dispositive power over the ordinary shares held by Gaorong
Technology. Gaorong Holdings directly holds 86,052,718 Class A ordinary shares. Banyan Fund III and Banyan Fund III-A hold 79.33% and
14.00% of the total share capital of Gaorong Holdings, respectively, and as such Banyan Fund III may exercise voting and dispositive power
over the ordinary shares held by Gaorong Holdings. Banyan Fund III directly holds 31,880,733 Class A ordinary shares and Banyan Fund III-A
directly holds 2,039,576 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A,
and as such, may exercise voting and dispositive power over the ordinary shares held by Banyan Fund III, Banyan Fund III-A and Gaorong
Holdings.
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(3)
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Suzhou Gaorong disclaims beneficial ownership over shares reported herein that are directly held by Gaorong
Holdings, Banyan Fund III and Banyan Fund III-A.
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(4)
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Calculation is based on 3,941,265,290 ordinary
shares issued and outstanding (assuming the underwriters did not exercise their option to purchase additional American depositary shares
of the Issuer), consisting of 3,139,360,311 Class A ordinary shares and 801,904,979 Class B ordinary shares, as reported in the Issuer’s
424B4 Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to nine votes and
is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class
B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by
the Suzhou Gaorong represent approximately 1.14% of the aggregate voting power of the total issued and outstanding ordinary shares of
the Issuer.
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CUSIP No. 94132V105
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1.
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Names of Reporting Persons
Xizang Gaorong Capital Management Co., Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
People’s Republic of China
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
118,230,053
Class A ordinary shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
118,230,053
Class A ordinary shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
118,230,053
Class A ordinary shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
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11.
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Percent of Class Represented by Amount in Row (9)
3.77% of Class A ordinary shares (or 3.00% of the total ordinary
shares) (4)
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12.
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Type of Reporting Person (See Instructions)
CO
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(1)
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This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G.
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(2)
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Represents 118,230,053 Class A ordinary shares directly held by Gaorong Technology. Gaorong Technology
is wholly owned by Suzhou Gaorong whose general partner is Xizang Gaorong. Xizang Gaorong is wholly owned by Beijing Gaorong. As such,
Suzhou Gaorong, Xizang Gaorong and Beijing Gaorong may exercise voting and dispositive power over the ordinary shares held by Gaorong
Technology. Gaorong Holdings directly holds 86,052,718 Class A ordinary shares. Banyan Fund III and Banyan Fund III-A hold 79.33% and
14.00% of the total share capital of Gaorong Holdings, respectively, and as such Banyan Fund III may exercise voting and dispositive power
over the ordinary shares held by Gaorong Holdings. Banyan Fund III directly holds 31,880,733 Class A ordinary shares and Banyan Fund III-A
directly holds 2,039,576 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A,
and as such, may exercise voting and dispositive power over the ordinary shares held by Banyan Fund III, Banyan Fund III-A and Gaorong
Holdings.
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(3)
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Xizang Gaorong disclaims beneficial ownership over shares reported herein that are directly held by Gaorong
Holdings, Banyan Fund III and Banyan Fund III-A.
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(4)
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Calculation is based on 3,941,265,290 ordinary
shares issued and outstanding (assuming the underwriters did not exercise their option to purchase additional American depositary shares
of the Issuer), consisting of 3,139,360,311 Class A ordinary shares and 801,904,979 Class B ordinary shares, as reported in the Issuer’s
424B4 Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to nine votes and
is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class
B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by
the Xizang Gaorong represent approximately 1.14% of the aggregate voting power of the total issued and outstanding ordinary shares of
the Issuer.
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CUSIP No. 94132V105
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1.
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Names of Reporting Persons
Beijing Gaorong Capital Management Consulting Co., Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
People’s Republic of China
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
118,230,053
Class A ordinary shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
118,230,053
Class A ordinary shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
118,230,053 Class A ordinary shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
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11.
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Percent of Class Represented by Amount in Row (9)
3.77% of Class A ordinary shares (or 3.00% of the total ordinary
shares) (4)
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12.
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Type of Reporting Person (See Instructions)
CO
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(1)
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This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G.
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(2)
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Represents 118,230,053 Class A ordinary shares directly held by Gaorong Technology. Gaorong Technology
is wholly owned by Suzhou Gaorong whose general partner is Xizang Gaorong. Xizang Gaorong is wholly owned by Beijing Gaorong. As such,
Suzhou Gaorong, Xizang Gaorong and Beijing Gaorong may exercise voting and dispositive power over the ordinary shares held by Gaorong
Technology. Gaorong Holdings directly holds 86,052,718 Class A ordinary shares. Banyan Fund III and Banyan Fund III-A hold 79.33% and
14.00% of the total share capital of Gaorong Holdings, respectively, and as such Banyan Fund III may exercise voting and dispositive power
over the ordinary shares held by Gaorong Holdings. Banyan Fund III directly holds 31,880,733 Class A ordinary shares and Banyan Fund III-A
directly holds 2,039,576 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A,
and as such, may exercise voting and dispositive power over the ordinary shares held by Banyan Fund III, Banyan Fund III-A and Gaorong
Holdings.
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(3)
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Beijing Gaorong disclaims beneficial ownership over shares reported herein that are directly held by Gaorong
Holdings, Banyan Fund III and Banyan Fund III-A.
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(4)
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Calculation is based on 3,941,265,290 ordinary
shares issued and outstanding (assuming the underwriters did not exercise their option to purchase additional American depositary shares
of the Issuer), consisting of 3,139,360,311 Class A ordinary shares and 801,904,979 Class B ordinary shares, as reported in the Issuer’s
424B4 Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to nine votes and
is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class
B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by
the Beijing Gaorong represent approximately 1.14% of the aggregate voting power of the total issued and outstanding ordinary shares of
the Issuer.
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CUSIP No. 94132V105
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1.
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Names of Reporting Persons
Gaorong Group Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
86,052,718
Class A ordinary shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
86,052,718
Class A ordinary shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
86,052,718 Class A ordinary shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
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11.
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Percent of Class Represented by Amount in Row (9)
2.74% of Class A ordinary shares (or 2.18% of the total ordinary
shares) (4)
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12.
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Type of Reporting Person (See Instructions)
CO
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(1)
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This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G.
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(2)
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Represents 86,052,718 Class A ordinary shares directly held by Gaorong Holdings. Banyan Fund III and Banyan
Fund III-A hold 79.33% and 14.00% of the total share capital of Gaorong Holdings, respectively, and as such Banyan Fund III may exercise
voting and dispositive power over the ordinary shares held by Gaorong Holdings. Banyan Fund III directly holds 31,880,733 Class A ordinary
shares and Banyan Fund III-A directly holds 2,039,576 Class A ordinary shares. Banyan III GP is the general partner of both Banyan Fund
III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the ordinary shares held by Banyan Fund III, Banyan
Fund III-A and Gaorong Holdings. Gaorong Technology directly holds 118,230,053 Class A ordinary shares. Gaorong Technology is wholly owned
by Suzhou Gaorong whose general partner is Xizang Gaorong. Xizang Gaorong is wholly owned by Beijing Gaorong. As such, Suzhou Gaorong,
Xizang Gaorong and Beijing Gaorong may exercise voting and dispositive power over the ordinary shares held by Gaorong Technology.
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(3)
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Gaorong Holdings disclaims beneficial ownership over shares reported herein that are directly held by
Gaorong Technology, Banyan Fund III and Banyan Fund III-A.
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(4)
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Calculation is based on 3,941,265,290 ordinary
shares issued and outstanding (assuming the underwriters did not exercise their option to purchase additional American depositary shares
of the Issuer), consisting of 3,139,360,311 Class A ordinary shares and 801,904,979 Class B ordinary shares, as reported in the Issuer’s
424B4 Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to nine votes and
is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class
B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by
the Gaorong Holdings represent approximately 0.83% of the aggregate voting power of the total issued and outstanding ordinary shares of
the Issuer.
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CUSIP No. 94132V105
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1.
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Names of Reporting Persons
Banyan Partners Fund III, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
117,933,451
Class A ordinary shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
117,933,451
Class A ordinary shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
117,933,451 Class A ordinary shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)
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11.
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Percent of Class Represented by Amount in Row (9)
3.76% of Class A ordinary shares (or 2.99% of the total ordinary
shares) (4)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G.
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(2)
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Consists of (i) 86,052,718 Class A ordinary shares directly held by Gaorong Holdings and (ii) 31,880,733
Class A ordinary shares directly held by Banyan Fund III. Banyan Fund III and Banyan Fund III-A hold 79.33% and 14.00% of the total share
capital of Gaorong Holdings, respectively, and as such Banyan Fund III may exercise voting and dispositive power over the ordinary shares
held by Gaorong Holdings. Banyan Fund III-A directly holds 2,039,576 Class A ordinary shares. Banyan III GP is the general partner of
both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the ordinary shares held by Banyan
Fund III, Banyan Fund III-A and Gaorong Holdings. Gaorong Technology directly holds 118,230,053 Class A ordinary shares. Gaorong Technology
is wholly owned by Suzhou Gaorong whose general partner is Xizang Gaorong. Xizang Gaorong is wholly owned by Beijing Gaorong. As such,
Suzhou Gaorong, Xizang Gaorong and Beijing Gaorong may exercise voting and dispositive power over the ordinary shares held by Gaorong
Technology.
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(3)
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Banyan Fund III disclaims beneficial ownership over shares reported herein that are directly held by Gaorong
Technology and Banyan Fund III-A.
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(4)
|
Calculation is based on 3,941,265,290 ordinary
shares issued and outstanding (assuming the underwriters did not exercise their option to purchase additional American depositary shares
of the Issuer), consisting of 3,139,360,311 Class A ordinary shares and 801,904,979 Class B ordinary shares, as reported in the Issuer’s
424B4 Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to nine votes and
is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class
B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by
the Banyan Fund III represent approximately 1.14% of the aggregate voting power of the total issued and outstanding ordinary shares of
the Issuer.
|
|
CUSIP No. 94132V105
|
|
|
|
|
1.
|
Names of Reporting Persons
Banyan Partners Fund III-A, L.P.
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x(1)
|
|
|
|
|
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
0
|
|
|
|
|
6.
|
Shared Voting Power
2,039,576
Class A ordinary shares (2)
|
|
|
|
|
7.
|
Sole Dispositive Power
0
|
|
|
|
|
8.
|
Shared Dispositive Power
2,039,576
Class A ordinary shares (2)
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,039,576 Class A ordinary shares (2)
|
|
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x (3)
|
|
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.06% of Class A ordinary shares (or 0.05% of the total ordinary
shares) (4)
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
|
|
(1)
|
This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G.
|
|
|
(2)
|
Represents 2,039,576 Class A ordinary shares directly held by Banyan Fund III-A. Banyan Fund III directly
holds 31,880,733 Class A ordinary shares. Gaorong Holdings directly holds 86,052,718 Class A ordinary shares. Banyan Fund III and Banyan
Fund III-A hold 79.33% and 14.00% of the total share capital of Gaorong Holdings, respectively, and as such Banyan Fund III may exercise
voting and dispositive power over the ordinary shares held by Gaorong Holdings. Banyan III GP is the general partner of both Banyan Fund
III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the ordinary shares held by Banyan Fund III, Banyan
Fund III-A and Gaorong Holdings. Gaorong Technology directly holds 118,230,053 Class A ordinary shares. Gaorong Technology is wholly owned
by Suzhou Gaorong whose general partner is Xizang Gaorong. Xizang Gaorong is wholly owned by Beijing Gaorong. As such, Suzhou Gaorong,
Xizang Gaorong and Beijing Gaorong may exercise voting and dispositive power over the ordinary shares held by Gaorong Technology.
|
|
|
(3)
|
Banyan Fund III-A disclaims beneficial ownership over shares
reported herein that are directly held by Gaorong Technology, Gaorong Holdings and Banyan Fund III.
|
|
|
(4)
|
Calculation is based on 3,941,265,290 ordinary shares issued and outstanding (assuming the underwriters
did not exercise their option to purchase additional American depositary shares of the Issuer), consisting of 3,139,360,311 Class A ordinary
shares and 801,904,979 Class B ordinary shares, as reported in the Issuer’s 424B4 Filing. Each Class A ordinary share is entitled
to one vote, and each Class B ordinary share is entitled to nine votes and is convertible into one Class A ordinary share at any time
by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly,
and based on the foregoing, the Class A ordinary shares beneficially owned by the Banyan Fund III-A represent approximately 0.02% of the
aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
|
|
CUSIP No. 94132V105
|
|
|
|
|
1.
|
Names of Reporting Persons
Banyan Partners III Ltd.
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
x(1)
|
|
|
|
|
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
0
|
|
|
|
|
6.
|
Shared Voting Power
119,973,027
Class A ordinary shares (2)
|
|
|
|
|
7.
|
Sole Dispositive Power
0
|
|
|
|
|
8.
|
Shared Dispositive Power
119,973,027
Class A ordinary shares (2)
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
119,973,027 Class A ordinary shares (2)
|
|
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x(3)
|
|
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
3.82% of Class A ordinary shares (or 3.04% of the total ordinary
shares) (4)
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
|
|
|
(1)
|
This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G.
|
|
|
(2)
|
Consists of (i) 86,052,718 Class A ordinary shares directly held by Gaorong Holdings, (ii) 31,880,733
Class A ordinary shares directly held by Banyan Fund III, and (iii) 2,039,576 Class A ordinary shares directly held by Banyan Fund III-A.
Banyan Fund III and Banyan Fund III-A hold 79.33% and 14.00% of the total share capital of Gaorong Holdings, respectively, and as such
Banyan Fund III may exercise voting and dispositive power over the ordinary shares held by Gaorong Holdings. Banyan III GP is the general
partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive power over the ordinary shares
held by Banyan Fund III, Banyan Fund III-A and Gaorong Holdings. Gaorong Technology directly holds 118,230,053 Class A ordinary shares.
Gaorong Technology is wholly owned by Suzhou Gaorong whose general partner is Xizang Gaorong. Xizang Gaorong is wholly owned by Beijing
Gaorong. As such, Suzhou Gaorong, Xizang Gaorong and Beijing Gaorong may exercise voting and dispositive power over the ordinary shares
held by Gaorong Technology.
|
|
|
(3)
|
Banyan III GP disclaims beneficial ownership over shares reported herein that are directly held by Gaorong
Technology.
|
|
|
(4)
|
Calculation is based on 3,941,265,290 ordinary shares issued and outstanding (assuming the underwriters
did not exercise their option to purchase additional American depositary shares of the Issuer), consisting of 3,139,360,311 Class A ordinary
shares and 801,904,979 Class B ordinary shares, as reported in the Issuer’s 424B4 Filing. Each Class A ordinary share is entitled
to one vote, and each Class B ordinary share is entitled to nine votes and is convertible into one Class A ordinary share at any time
by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly,
and based on the foregoing, the Class A ordinary shares beneficially owned by the Banyan III GP represent approximately 1.16% of the aggregate
voting power of the total issued and outstanding ordinary shares of the Issuer.
|
|
Item 1.
|
|
|
(a)
|
Name of Issuer
Waterdrop Inc.
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
Block C, Wangjing Science and Technology Park
No. 2 Lize Zhonger Road
Chaoyang District, Beijing
People’s Republic of China
|
|
Item 2.
|
|
|
(a)
|
Name of Person Filing
Gaorong Technology Consulting Limited (“Gaorong Technology”)
Suzhou Industry Park Gaorong Growth Investment Center (Limited Partnership)
(“Suzhou Gaorong”)
Xizang Gaorong Capital Management Co., Ltd. (“Xizang Gaorong”)
Beijing Gaorong Capital Management Consulting Co., Ltd. (“Beijing
Gaorong”)
Gaorong Group Holdings Limited (“Gaorong Holdings”)
Banyan Partners Fund III, L.P. (“Banyan Fund III”)
Banyan Partners Fund III-A, L.P. (“Banyan Fund III-A”)
Banyan Partners III Ltd. (“Banyan III GP”)
|
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
The address of each of Gaorong Technology Consulting Limited and Gaorong
Group Holdings Limited is:
OMC Chambers
Wickhams Cay 1
Road Town, Tortola
British Virgin Islands
The address of Suzhou Industry Park Gaorong Growth Investment Center
(Limited Partnership) is:
Unit 01, 33/F, Yuanrong Centre
Xingzuo Commercial Plaza, Building 1
269 Wangdun Road
Suzhou Industrial Park
Wuzhong District, Suzhou
Jiangsu Province
People’s Republic of China
The address of Xizang Gaorong Capital Management Co., Ltd. is:
2-14-10C, Chuangye Jidi Mansion
Dazi County Industrial Park
Lhasa City, Tibet Autonomous Region
People’s Republic of China
The address of Beijing Gaorong Capital Management Consulting Co., Ltd.
is:
503, 4/F,
Building 1
6 Danling Street
Haidian District, Beijing
People’s Republic of China
The address of each of Banyan Partners Fund III, L.P., Banyan Partners
Fund III-A, L.P. and Banyan Partners III Ltd. is:
c/o Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman, KY1-9008
Cayman Islands
|
|
|
(c)
|
Citizenship
Gaorong Technology Consulting Limited: British Virgin Islands
Suzhou Industry Park Gaorong Growth Investment Center (Limited Partnership):
People’s Republic of China
Xizang Gaorong Capital Management Co., Ltd.: People’s Republic
of China
Beijing Gaorong Capital Management Consulting Co., Ltd.: People’s
Republic of China
Gaorong Group Holdings Limited: British Virgin Islands
Banyan Partners Fund III, L.P.: Cayman Islands
Banyan Partners Fund III-A, L.P.: Cayman Islands
Banyan Partners III Ltd.: Cayman Islands
|
|
|
(d)
|
Title of Class of Securities
Class A Ordinary
Shares, par value US$ 0.000005 per share
|
|
|
(e)
|
CUSIP Number
94132V105
|
|
|
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
Not applicable.
|
The following information with
respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December
31, 2021:
|
Reporting Persons
|
|
Ordinary
Shares Held
Directly (1)
|
|
|
Shared
Voting
Power (1)
|
|
|
Shared
Dispositive
Power (1)
|
|
|
Beneficial
Ownership (1)
|
|
|
Percentage
of Class A
Ordinary
Shares(1)(5)
|
|
|
Percentage
of Total
Ordinary
Shares (1)(5)
|
|
|
Percentage
of the
Aggregate
Voting
Power(1)(5)
|
|
|
Gaorong Technology Consulting Limited
|
|
|
118,230,053
|
|
|
|
118,230,053
|
|
|
|
118,230,053
|
|
|
|
118,230,053
|
|
|
|
3.77
|
%
|
|
|
3.00
|
%
|
|
|
1.14
|
%
|
|
Suzhou Industry Park Gaorong Growth Investment Center (Limited Partnership)(2)
|
|
|
0
|
|
|
|
118,230,053
|
|
|
|
118,230,053
|
|
|
|
118,230,053
|
|
|
|
3.77
|
%
|
|
|
3.00
|
%
|
|
|
1.14
|
%
|
|
Xizang Gaorong Capital Management Co., Ltd.(2)
|
|
|
0
|
|
|
|
118,230,053
|
|
|
|
118,230,053
|
|
|
|
118,230,053
|
|
|
|
3.77
|
%
|
|
|
3.00
|
%
|
|
|
1.14
|
%
|
|
Beijing Gaorong Capital Management Consulting Co., Ltd.(2)
|
|
|
0
|
|
|
|
118,230,053
|
|
|
|
118,230,053
|
|
|
|
118,230,053
|
|
|
|
3.77
|
%
|
|
|
3.00
|
%
|
|
|
1.14
|
%
|
|
Gaorong Group Holdings Limited
|
|
|
86,052,718
|
|
|
|
86,052,718
|
|
|
|
86,052,718
|
|
|
|
86,052,718
|
|
|
|
2.74
|
%
|
|
|
2.18
|
%
|
|
|
0.83
|
%
|
|
Banyan Partners Fund III, L.P.(3)
|
|
|
31,880,733
|
|
|
|
117,933,451
|
|
|
|
117,933,451
|
|
|
|
117,933,451
|
|
|
|
3.76
|
%
|
|
|
2.99
|
%
|
|
|
1.14
|
%
|
|
Banyan Partners Fund III-A, L.P.
|
|
|
2,039,576
|
|
|
|
2,039,576
|
|
|
|
2,039,576
|
|
|
|
2,039,576
|
|
|
|
0.06
|
%
|
|
|
0.05
|
%
|
|
|
0.02
|
%
|
|
Banyan Partners III Ltd. (4)
|
|
|
0
|
|
|
|
119,973,027
|
|
|
|
119,973,027
|
|
|
|
119,973,027
|
|
|
|
3.82
|
%
|
|
|
3.04
|
%
|
|
|
1.16
|
%
|
|
|
(1)
|
Represents the number of shares beneficially owned by the Reporting Persons as of December 31, 2021.
|
|
|
(2)
|
Gaorong Technology is wholly owned by Suzhou Gaorong whose general partner is Xizang Gaorong. Xizang Gaorong is wholly owned by Beijing
Gaorong. As such, Suzhou Gaorong, Xizang Gaorong and Beijing Gaorong may exercise voting and dispositive power over the ordinary shares
held by Gaorong Technology.
|
|
|
(3)
|
Banyan Fund III and Banyan Fund III-A hold 79.33% and 14.00% of the total share capital of Gaorong Holdings, respectively, and as
such Banyan Fund III may exercise voting and dispositive power over the ordinary shares held by Gaorong Holdings.
|
|
|
(4)
|
Banyan III GP is the general partner of both Banyan Fund III and Banyan Fund III-A, and as such, may exercise voting and dispositive
power over the ordinary shares held by Banyan Fund III, Banyan Fund III-A and Gaorong Holdings.
|
|
|
(5)
|
The Reporting Persons in the aggregate beneficially own 7.59% of the outstanding Class A ordinary shares,
6.04% of the total outstanding ordinary shares and 2.30% of the aggregate voting power. The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13G. In addition, Gaorong Technology disclaims beneficial ownership over the shares
reported herein directly held by Gaorong Holdings, Banyan Fund III and Banyan Fund III-1; Gaorong Holdings disclaims beneficial ownership
over the shares reported herein directly held by Gaorong Technology, Banyan Fund III and Banyan Fund III-A; Banyan Fund III disclaims
beneficial ownership over the shares reported herein directly held by Gaorong Technology and Banyan Fund III-A; and Banyan Fund III-A
disclaims beneficial ownership over the shares reported herein directly held by Gaorong Technology, Gaorong Holdings and Banyan Fund III.
Each of the Reporting Persons may be deemed to beneficially own the percentage of Class A ordinary shares listed above which is calculated
based on 3,139,360,311 outstanding Class A ordinary shares (assuming the underwriters did not exercise their option to purchase additional
American depositary shares of the Issuer) as reported in the Issuer’s 424B4 Filing. Each of the Reporting Persons may be deemed
to beneficially own the percentage of the total ordinary shares listed above which is calculated based on 3,139,360,311 outstanding Class
A ordinary shares (assuming the underwriters did not exercise their option to purchase additional American depositary shares of the Issuer)
and 801,904,979 outstanding Class B ordinary shares as reported in the Issuer’s 424B4 Filing. Each Class A ordinary share is entitled
to one vote, and each Class B ordinary share is entitled to nine votes. Accordingly, and based on the foregoing, each of the Reporting
Persons may be deemed to beneficially own the percentage of the aggregate voting power of the total issued and outstanding ordinary shares
of the Issuer listed above. Each ordinary share (Class A ordinary share or Class B ordinary share) has a par value of US$0.000005.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
|
|
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 or Control Person
|
|
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
|
Exhibits:
|
Exhibit I:
|
Joint Filing Agreement by and among Gaorong Technology Consulting Limited, Suzhou Industry Park Gaorong Growth Investment Center (Limited Partnership), Xizang Gaorong Capital Management Co., Ltd., Beijing Gaorong Capital Management Consulting Co., Ltd., Gaorong Group Holdings Limited, Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P., and Banyan Partners III Ltd.
|
SIGNATURES
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.
Dated: February 11, 2022
Gaorong Technology Consulting
Limited
|
By:
|
/s/ Peter Wong
|
|
|
Name:
|
Peter Wong
|
|
|
Title:
|
Authorized Signatory
|
|
Suzhou Industry Park Gaorong
Growth Investment Center (Limited Partnership)
|
By:
|
Xizang Gaorong Capital Management Co., Ltd.
|
|
|
|
|
|
|
By:
|
/s/ Peter Wong
|
|
|
Name:
|
Peter Wong
|
|
|
Title:
|
Authorized Signatory
|
|
Xizang Gaorong Capital Management
Co., Ltd.
|
By:
|
/s/ Peter Wong
|
|
|
Name:
|
Peter Wong
|
|
|
Title:
|
Authorized Signatory
|
|
Beijing Gaorong Capital Management
Consulting Co., Ltd.
|
By:
|
/s/ Peter Wong
|
|
|
Name:
|
Peter Wong
|
|
|
Title:
|
Authorized Signatory
|
|
Gaorong Group Holdings Limited
|
By:
|
/s/ Peter Wong
|
|
|
Name:
|
Peter Wong
|
|
|
Title:
|
Authorized Signatory
|
|
Banyan Partners Fund III,
L.P.
By: Banyan Partners III Ltd.
|
By:
|
/s/ Peter Wong
|
|
|
Name:
|
Peter Wong
|
|
|
Title:
|
Authorized Signatory
|
|
Banyan Partners Fund III-A,
L.P.
By: Banyan Partners III Ltd.
|
By:
|
/s/ Peter Wong
|
|
|
Name:
|
Peter Wong
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
Banyan Partners III Ltd.
|
By:
|
/s/ Peter Wong
|
|
|
Name:
|
Peter Wong
|
|
|
Title:
|
Authorized Signatory
|
|
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