Schedule 13G

Filed by: PRIMAVERA CAPITAL MANAGEMENT LTD
Total Shares: 826,399
Subject Company: Sunlands Online Education Group - View Complete Ownership History Backtest
Filed as of Date: 08/14/2019
Event Date: 12/31/2018
Overall % Ownership: 31.79

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Primavera Capital Management Ltd 8,263,889 0 826,389 0 826,399 31.79%
View Original Filing on Edgar's

Raw Filing Contents

0000894579-19-000178.txt : 20190814
0000894579-19-000178.hdr.sgml : 20190814
20190813185045
ACCESSION NUMBER:		0000894579-19-000178
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20190814
DATE AS OF CHANGE:		20190813

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Sunlands Technology Group
		CENTRAL INDEX KEY:			0001723935
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-EDUCATIONAL SERVICES [8200]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-90454
		FILM NUMBER:		191022290

	BUSINESS ADDRESS:	
		STREET 1:		BUILDING 4-6, CHAOLAI SCIENCE PARK
		STREET 2:		NO. 36 CHUANGYUAN RD, CHAOYANG DISTRICT
		CITY:			BEIJING
		STATE:			F4
		ZIP:			100012
		BUSINESS PHONE:		86 10 52413738

	MAIL ADDRESS:	
		STREET 1:		BUILDING 4-6, CHAOLAI SCIENCE PARK
		STREET 2:		NO. 36 CHUANGYUAN RD, CHAOYANG DISTRICT
		CITY:			BEIJING
		STATE:			F4
		ZIP:			100012

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Sunlands Online Education Group
		DATE OF NAME CHANGE:	20171129

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Primavera Capital Management Ltd
		CENTRAL INDEX KEY:			0001686305
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		190 ELGIN AVENUE
		CITY:			GEORGE TOWN
		STATE:			E9
		ZIP:			KY1-9005
		BUSINESS PHONE:		345.945.3727

	MAIL ADDRESS:	
		STREET 1:		190 ELGIN AVENUE
		CITY:			GEORGE TOWN
		STATE:			E9
		ZIP:			KY1-9005
SC 13G 1 primavera13g081319.htm SCHEDULE 13G


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G*
(Rule 13d-102)

Under the Securities Exchange Act of 1934



 Sunlands Technology Group
(f/k/a Sunlands Online Education Group)
(Name of Issuer)
 
 Class A Ordinary Shares, par value US$0.00005 per share
(Title of Class of Securities)
 
 86740P108
(CUSIP Number)
 
 December 31, 2018
(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)
☒ 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.

86740P108

   
1
NAMES OF REPORTING PERSONS
 
 
Primavera Capital Management Ltd
 
 
 
 
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
 
 
 826,3889i
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 826,389ii
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
826,389iii
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
Not Applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
31.79%iv
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 


i Shares represent Class B ordinary shares convertible into Class A ordinary shares.  These shares are owned directly by PV Pluto Limited, of which Primavera Capital Fund II L.P. is the sole owner, of which Primavera Capital Management Ltd is the investment manager.
ii See footnote i.
iii See footnote i.
iv Calculation based on 1,773,301 Class A ordinary shares outstanding and the Reporting Person’s 826,389 Class B shares held, which are convertible on a one to one basis into Class A shares,  as of December 31, 2018, according to the Report on Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 26, 2019.
 

Item 1(a) Name of Issuer:

 Sunlands Technology Group
 
Item 1(b) Address of issuer's principal executive offices:

 Building 4-6, Chaolai Science Park, No. 36, Chuangyuan Road, Chaoyang District, Beijing, 100012, the People’s Republic of China

Item 2(a) Name of Person Filing:

 Primavera Capital Management Ltd

Item 2(b) Address of principal business office or, if none, residence:

 28 Hennessy Road, 28th Floor, Hong Kong

Item 2(c) Citizenship:

 Cayman Islands

Item 2(d) Title of class of securities:

 Class A Ordinary Shares, par value US$0.00005 per share
 
Item 2(e) CUSIP No.:

 86740P1089


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
 
Item 4. Ownership


(a) Amount beneficially owned:   826,389v


(b) Percent of class:                        31.79%vi


(c) Number of shares as to which the person has:


(i) sole power to vote or to direct the vote:                                  826,389vii


(ii) shared power to vote or to direct the vote:                                            0

  (iii) sole power to dispose or to direct the disposition of:            826,389viii

  (iv) shared power to dispose or to direct the disposition of:                     0
 


v See footnote i.
vi See footnote iv.
vii See footnote i.
viii See footnote i.
 



Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More Than 5 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.

 Please see Exhibit A

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.

Dated:August 13, 2019
 
 
PRIMAVERA CAPITAL MANAGEMENT LTD
 
 
By:
/s/ Fred Zuliu Hu
   
Name:  Fred Zuliu Hu
   
Title:    Authorized Signatory
 
 


EXHIBIT A

Primavera Capital Management Ltd is the investment manager of Primavera Capital Fund II L.P. which is the sole owner of PV Pluto Limited, which directly owns 826,389 Class B Ordinary Shares.


 

Elevate your investments