Schedule 13G Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Gridsum Holding Inc.

(Name of Issuer)

Class B ordinary shares, par value US$0.001 per share

(Title of Class of Securities)

398132100

(CUSIP Number)**

December 31, 2017

(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 disclosures provided in a prior cover page.

 

** This CUSIP number applies to the Issuer’s American depository shares, or ADSs, each representing one Class B ordinary share, par value US$0.001 per share, of the Issuer.

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. 398132100  

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Guosheng Qi

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  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

     

SOLE VOTING POWER

 

9,179,878(1) (2). See Item 4.

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

9,179,878 (1) (2). See Item 4.

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,179,878 (1) (2)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

29.7% (2) (3)

12  

TYPE OF REPORTING PERSON

 

IN

 

(1) Representing (i) 4,543,461 Class A ordinary shares held by Generation Gospel Limited as of December 31, 2017, (ii) 937,500 Class B ordinary shares held by Generation Gospel Limited as of December 31, 2017, (iii) 3,563,501 Class B ordinary shares held by Fairy Spirit Limited as of December 31, 2017 and (iv) 135,416 Class B ordinary shares that Guosheng Qi and Generation Gospel Limited may acquire upon exercise of options within 60 days of December 31, 2017. Guosheng Qi is the sole shareholder of Generation Gospel Limited and controls Fairy Spirit Limited, and thereby may be deemed to beneficially own all of the shares beneficially owned by Generation Gospel Limited and Fairy Spirit Limited. The voting power of shares beneficially owned by Guosheng Qi represents 69.7% of the total voting power of all outstanding Class A and Class B ordinary shares of the Issuer.
(2) The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to ten votes and is convertible at any time into one Class B ordinary share. Each Class B ordinary share is entitled to one vote and is not convertible into Class A ordinary shares under any circumstances.
(3) Based on 4,543,461 Class A ordinary shares and 26,280,352 Class B ordinary shares issued and outstanding as of December 31, 2017, and assuming all Class A ordinary shares held by Generation Gospel Limited are converted into the same number of Class B ordinary shares and all options exercisable by Generation Gospel Limited within 60 days of December 31, 2017 are exercised.


CUSIP No. 398132100  

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Generation Gospel Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

5,609,606 (1) (2). See Item 4.

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

5,609,606 (1) (2). See Item 4.

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,609,606 (1) (2)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.1% (2) (3)

12  

TYPE OF REPORTING PERSON

 

CO

 

(1) Representing (i) 4,543,461 Class A ordinary shares held by Generation Gospel Limited as of December 31, 2017, (ii) 937,500 Class B ordinary shares held by Generation Gospel Limited as of December 31, 2017 and (iii) 128,645 Class B ordinary shares that Generation Gospel Limited may acquire upon exercise of options within 60 days of December 31, 2017. The voting power of shares beneficially owned by Generation Gospel Limited represents 64.7% of the total voting power of all outstanding Class A and Class B ordinary shares of the Issuer.
(2) The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to ten votes and is convertible at any time into one Class B ordinary share. Each Class B ordinary share is entitled to one vote and is not convertible into Class A ordinary shares under any circumstances.
(3) Based on 4,543,461 Class A ordinary shares and 26,280,352 Class B ordinary shares issued and outstanding as of December 31, 2017, and assuming all Class A ordinary shares held by Generation Gospel Limited are converted into the same number of Class B ordinary shares and all options exercisable by Generation Gospel Limited within 60 days of December 31, 2017 are exercised.


CUSIP No. 398132100  

 

  1   

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Fairy Spirit Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

3,563,501 (1). See Item 4.

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

3,563,501 (1). See Item 4.

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,563,501 (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.6% of the Class B ordinary shares (or 11.6% of the total ordinary shares assuming conversion of all outstanding Class A ordinary shares into the same number of Class B ordinary shares). (2)

12  

TYPE OF REPORTING PERSON

 

CO

 

(1) Representing 3,563,501 Class B ordinary shares held by Fairy Spirit Limited as of December 31, 2017. The voting power of shares beneficially owned by Fairy Spirit Limited represents 5.0% of the total voting power of all outstanding Class A and Class B ordinary shares of the Issuer.
(2) Based on 4,543,461 Class A ordinary shares and 26,280,352 Class B ordinary shares issued and outstanding as of December 31, 2017. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to ten votes and is convertible at any time into one Class B ordinary share. Each Class B ordinary share is entitled to one vote and is not convertible into Class A ordinary shares under any circumstances.


Item 1(a)   

Name of Issuer:

 

Gridsum Holding Inc. (the “Issuer”)

 

Item 1(b)

  

 

Address of Issuer’s Principal Executive Offices:

 

Jade Palace Hotel Office Building, 8th Floor, 76 Zhichun Road, Haidian District, Beijing 100086, People’s Republic of China

 

Item 2(a)

  

 

Name of Person Filing:

  

 

Guosheng Qi

Generation Gospel Limited

Fairy Spirit Limited

 

This Schedule 13G is being filed jointly by Guosheng Qi, Generation Gospel Limited and Fairy Spirit Limited (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

Item 2(b)

  

 

Address of Principal Business Office or, If None, Residence

  

 

Guosheng Qi

Jade Palace Hotel Office Building, 8th Floor

76 Zhichun Road, Haidian District

Beijing 100086, People’s Republic of China

 

Generation Gospel Limited

c/o Guosheng Qi

Jade Palace Hotel Office Building, 8th Floor

76 Zhichun Road, Haidian District

Beijing 100086, People’s Republic of China

 

Fairy Spirit Limited

c/o Guosheng Qi

Jade Palace Hotel Office Building, 8th Floor

76 Zhichun Road, Haidian District

Beijing 100086, People’s Republic of China

 

Item 2(c)

  

 

Citizenship:

 

  

Guosheng Qi: People’s Republic of China

 

Generation Gospel Limited: British Virgin Islands

 

Fairy Spirit Limited: British Virgin Islands

 

Item 2(d)   

Title of Class of Securities:

 

  

Class B ordinary share, par value US$0.001 per share, of the Issuer.

 

Item 2(e)   

CUSIP Number:

 

   398132100*

 

* This CUSIP number applies to the Issuer’s American depository shares, or ADSs, each representing one Class B ordinary share, par value US$0.001 per share, of the Issuer.


Item 3.    Not applicable.
Item 4.    Ownership
  

 

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this statement is provided as of December 31, 2017. As of December 31, 2017, the Issuer has 4,543,461 Class A ordinary shares and 26,280,352 Class B ordinary shares issued and outstanding. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to ten votes and is convertible at any time into one Class B ordinary share. Each Class B ordinary share is entitled to one vote and is not convertible into Class A ordinary shares under any circumstances.

 

                 Number of shares as to which such person has  

Reporting Person

   Amount
beneficially
owned(1)
    Percent
of class(1)
    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
 

Guosheng Qi

     9,179,878 (2)      29.7 %(3)      9,179,878        0        9,179,878        0  

Generation Gospel Limited

     5,609,606 (4)      18.1 %(5)      5,609,606        0        5,609,606        0  

Fairy Spirit Limited

     3,563,501 (6)      13.6 %(7)      3,563,501        0        3,563,501        0  

 

Notes:

 

(1) Pursuant to Rule 13d-3(d)(1), all Class A ordinary shares (which are convertible into shares of Class B ordinary shares) beneficially owned by a reporting person shall be deemed to be converted for the purposes of (i) determining the aggregate amount of Class B ordinary shares beneficially owned by such person and (ii) calculating the percentages of the Class B ordinary shares beneficially owned by such person.
(2) Representing (i) 4,543,461 Class A ordinary shares held by Generation Gospel Limited, (ii) 937,500 Class B ordinary shares held by Generation Gospel Limited, (iii) 3,563,501 Class B ordinary shares held by Fairy Spirit Limited and (iv) 135,416 Class B ordinary shares that Guosheng Qi and Generation Gospel Limited may acquire upon exercise of options within 60 days of December 31, 2017. Guosheng Qi is the sole shareholder of Generation Gospel Limited and controls Fairy Spirit Limited, and thereby may be deemed to beneficially own all of the shares beneficially owned by Generation Gospel Limited and Fairy Spirit Limited. The voting power of shares beneficially owned by Guosheng Qi represents 69.7% of the total voting power of all outstanding Class A and Class B ordinary shares of the Issuer (assuming all options exercisable by Generation Gospel Limited within 60 days of December 31, 2017 are exercised).
(3) To derive this percentage, (i) the numerator is 9,179,878, and (ii) the denominator is the sum of (x) 26,280,352, being the number of the Issuer’s outstanding Class B ordinary shares, (y) 4,543,461, being the number of Class B ordinary shares that Generation Gospel Limited may acquire upon conversion of the same number of Class A ordinary shares and (z) 135,416, being the number of Class B ordinary shares that Guosheng Qi and Generation Gospel Limited may acquire upon exercise of options within 60 days of December 31, 2017.
(4) Representing (i) 4,543,461 Class A ordinary shares held by Generation Gospel Limited, (ii) 937,500 Class B ordinary shares held by Generation Gospel Limited, and (iii) 128,645 Class B ordinary shares that Generation Gospel Limited may acquire upon exercise of options within 60 days of December 31, 2017. The voting power of shares beneficially owned by Generation Gospel Limited represents 64.7% of the total voting power of all outstanding Class A and Class B ordinary shares of the Issuer (assuming all options exercisable by Generation Gospel Limited within 60 days of December 31, 2017 are exercised).
(5) To derive this percentage, (i) the numerator is 5,609,606, and (ii) the denominator is the sum of (x) 26,280,352, being the number of the Issuer’s outstanding Class B ordinary shares, (y) 4,543,461, being the number of Class B ordinary shares that Generation Gospel Limited may acquire upon conversion of the same number of Class A ordinary shares and (z) 128,645, being the number of Class B ordinary shares that Generation Gospel Limited may acquire upon exercise of options within 60 days of December 31, 2017.


(6) Representing 3,563,501 Class B ordinary shares held by Fairy Spirit Limited. The voting power of shares beneficially owned by Fairy Spirit Limited represents 5.0% of the total voting power of all outstanding Class A and Class B ordinary shares of the Issuer.
(7) Representing 13.6% of the total Class B ordinary shares (to derive this percentage, (i) the numerator is 3,563,501, and (ii) the denominator is 26,280,352, being the number of the Issuer’s outstanding Class B ordinary shares), or 11.6% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class A ordinary shares into the same number of Class B ordinary shares.

 

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 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.    Certifications
   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: February 12, 2018

 

/s/ Guosheng Qi

Guosheng Qi
Generation Gospel Limited
By:  

/s/ Guosheng Qi

Name:   Guosheng Qi
Title:   Director
Fairy Spirit Limited
By:  

/s/ Guosheng Qi

Name:   Guosheng Qi
Title:   Director


LIST OF EXHIBITS

 

Exhibit
No.
  

Description

99.1    Joint Filing Agreement
EX-99.1

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 Class B ordinary shares, par value US$0.001 per share, of Gridsum Holding Inc., a Cayman Islands 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.

[Remainder of this page has been left intentionally blank.]


Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 12, 2018.

Dated: February 12, 2018

 

/s/ Guosheng Qi

Guosheng Qi
Generation Gospel Limited
By:  

/s/ Guosheng Qi

Name:   Guosheng Qi
Title:   Director
Fairy Spirit Limited
By:  

/s/ Guosheng Qi

Name:   Guosheng Qi
Title:   Director