UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Jiayuan.com International Ltd.

(Name of Issuer)

Ordinary shares, par value US$0.001 per share

(Title of Class of Securities)

477374 102

(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:

o

Rule 13d-1(b)

o

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 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).

 



 

 

CUSIP No. 477374 102

 

 

1.

Names of Reporting Persons
Aprilsky Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
40,240 ordinary shares

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
40,240 ordinary shares

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,240 ordinary shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2



 

 

1.

Names of Reporting Persons
Haiyan Gong

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
People’s Republic of China

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
40,240 ordinary shares

 

6.

Shared Voting Power

 

7.

Sole Dispositive Power
40,240 ordinary shares

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
40,240 ordinary shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

Item 1.

 

(a)

Name of Issuer
Jiayuan.com International Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
F/15, Anhua Building
No. 35 Anding Road
Chaoyang District, Beijing,
People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing
Aprilsky Ltd.

Haiyan Gong

 

(b)

Address of Principal Business Office or, if none, Residence
Aprilsky Ltd.:

Kingston Chambers
P.O. Box 173
Road Town, Tortola
British Virgin Islands

Haiyan Gong:

F/15, Anhua Building
No. 35 Anding Road
Chaoyang District, Beijing,
People’s Republic of China

 

(c)

Citizenship
Aprilsky Ltd. — British Virgin Islands
Haiyan Gong — People’s Republic of China

 

(d)

Title of Class of Securities
Ordinary shares

 

(e)

CUSIP Number
477374 102

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

Not applicable.

 

4



 

Item 4.

Ownership

The following information with respect to the ownership of the ordinary shares of Jiayuan.com International Ltd. (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
direct the vote:

 

Sole power to
dispose or to
direct the
disposition of:

 

Shared power
to dispose or
to direct the
disposition of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aprilsky Ltd.

 

40,240

 

0.1

%

40,240

 

0

 

40,240

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Haiyan Gong

 

40,240

 

0.1

%

40,240

 

0

 

40,240

 

0

 

 

The 40,240 ordinary shares beneficially owned by Aprilsky Ltd. include: (i) two ordinary shares of the Issuer held by Aprilsky Ltd.; (ii) 31,800 ordinary shares of the Issuer underlying share options which are exercisable by Aprilsky Ltd. within 60 days of December 31, 2015 and (iii) restricted share awards for 8,438 ordinary shares vested or vesting within 60 days of December 31, 2015.  Aprilsky Ltd. is 100% owned by Cheer Air Holdings Limited. Cheer Air Holdings Limited is 100% owned by Managecorp Limited, the trustee of the Pangu Trust. The Pangu Trust is an irrevocable trust established under the laws of the British Virgin Islands. Ms. Gong is the settlor of the Pangu Trust and Ms. Gong and her family members are the beneficiaries.

 

Pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as amended, Ms. Haiyan Gong may be deemed to beneficially own 40,240 ordinary shares of the Issuer. 

 

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    x.

 

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.

 

5



 

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 16, 2016

 

 

 

 

 

 

 

 

 

Haiyan Gong

 

 

 

 

 

 

By:

/s/ Haiyan Gong

 

 

Name:

Haiyan Gong

 

 

 

 

 

 

Aprilsky Ltd.

 

 

 

 

 

 

 

/s/ Haiyan Gong

 

 

Name:

Haiyan Gong

 

 

Title:

Director

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

6



 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

7




EXHIBIT 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of US$0.001 per share, of Jiayuan.com International Ltd., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature page to follow]

 



 

Signature

 

IN WITNESS THEREOF, the undersigned hereby execute this Agreement as of February 16, 2016.

 

 

 

Haiyan Gong

 

 

 

 

 

 

By:

/s/ Haiyan Gong

 

 

Name:

Haiyan Gong

 

 

 

 

 

 

Aprilsky Ltd.

 

 

 

 

 

 

 

/s/ Haiyan Gong

 

 

Name:

Haiyan Gong

 

 

Title:

Director

 


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