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

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 
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)
March 27, 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)
[ X ] 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 relates to the American Depositary Shares, each representing one Class B Ordinary Share.

Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
 

 
SCHEDULE 13G
 
 
 
 
CUSIP No. 860897107
 
Page 2 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
LIGHT STREET CAPITAL MANAGEMENT, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,752,657 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,752,657 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,752,657 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.7%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA, OO
 
 
 
 
 
(1) Held in the form of American Depositary Shares, each representing one Class B Ordinary Share.


 
SCHEDULE 13G
 
 
 
 
CUSIP No. 860897107
 
Page 3 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
GLEN THOMAS KACHER
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,752,657 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,752,657 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,752,657 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.7%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN, HC
 
 
 
 
 
(1) Held in the form of American Depositary Shares, each representing one Class B Ordinary Share.



 
SCHEDULE 13G
 
 
 
 
CUSIP No. 860897107
 
Page 4 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
LIGHT STREET MERCURY MASTER FUND, L.P.
 
 
 
 
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
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,698,171 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,698,171 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,698,171 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO, PN
 
 
 
 
 
(1) Held in the form of American Depositary Shares, each representing one Class B Ordinary Share.


 
SCHEDULE 13G
 
 
 
 
 
 
Page 5 of 10 Pages
 
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

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

i)
Light Street Capital Management, LLC (“LSCM”);
ii)
Glen Thomas Kacher (“Mr. Kacher”); and
iii)
Light Street Mercury Master Fund, L.P. (“Mercury”).

This Statement relates to American Depositary Shares, each representing one Class B Ordinary Share, held for the account of Mercury and Light Street Tungsten Master Fund, L.P., an exempted limited partnership in the Cayman Islands (“Tungsten”).  LSCM serves as investment adviser and general partner to each of Mercury and Tungsten, and, in such capacity, exercises voting and investment power over the Shares held in the accounts for each of Mercury and Tungsten.  Mr. Kacher is the Chief Investment Officer of LSCM.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 525 University Avenue, Suite 300, Palo Alto, CA 94301.

Item 2(c).
Citizenship:

i)
LSCM is a limited liability company incorporated in Delaware;
 
ii)
Mr. Kacher is a citizen of the United States of America; and
 
iii)
Mercury is an exempted limited partnership in the Cayman Islands.

Item 2(d).
Title of Class of Securities:
 
Class B Ordinary Shares, par value US$0.001 per share (“Shares”)
 
Item 2(e).
CUSIP Number:
398132100 (CUSIP relates to the American Depositary Shares, each representing one Share)
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:

This Item 3 is not applicable.



 
 
SCHEDULE 13G
 
 
 
 
 
 
Page 6 of 10 Pages
 
Item 4.
Ownership:
Item 4(a)
Amount Beneficially Owned:

As of April 5, 2018, each of LSCM and Mr. Kacher may be deemed the beneficial owner of 1,752,657 Shares. This amount consists of: (A) 1,698,171 American Depositary Shares, each representing one Share, held for the account of Mercury; and (B) 54,486 American Depositary Shares, each representing one Share, held for the account of Tungsten.
 
Item 4(b)
Percent of Class:

As of April 5, 2018, each of LSCM and Mr. Kacher may be deemed the beneficial owner of approximately 5.7% of Shares outstanding, including approximately 5.5% held for the account Mercury. (These percentages are based on 30,736,180 Shares outstanding as of September 30, 2017, as reported in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 29, 2017.)

Item 4(c)
Number of Shares as to which such person has:
 
LSCM and Mr. Kacher:
 
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
1,752,657
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
1,752,657
   
Mercury:  
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
1,698,171
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
1,698,171
 
Item 5.
Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

See disclosure in Items 2 and 4 hereof.
 


 
SCHEDULE 13G
 
 
 
 
 
 
Page 7 of 10 Pages
 

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.
Identification and Classification of Members of the Group:

This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.
Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
Page 8 of 10 Pages
 
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.
 
 
Light Street Capital Management, LLC
 
       
 
By:
 /s/ Theo J. Robins
 
   
Theo J. Robins
 
   
Chief Compliance Officer
 
       
 
 
Glen Thomas Kacher
 
       
 
By:
 /s/ Glen Thomas Kacher
 
 
 
 
Light Street Mercury Master Fund, L.P.
 
       
  By: Light Street Capital Management, LLC  
       
 
By:
 /s/ Theo J. Robins
 
   
Theo J. Robins
 
   
Chief Compliance Officer
 
       
 
 
 
April 6, 2018
 


 
 
 
 
 
 
 
 
Page 9 of 10 Pages
 
EXHIBIT INDEX
 
Ex.
 
Page No.
 
A
Joint Filing Agreement
 10
 
 
 
 
 
 
 
 

 


 
 
 
 
 
 
 
 
Page 10 of 10 Pages
 
EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class B Ordinary Shares of Gridsum Holding Inc. dated as of April 6, 2018 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended..


 
 
Light Street Capital Management, LLC
 
       
 
By:
 /s/ Theo J. Robins
 
   
Theo J. Robins
 
   
Chief Compliance Officer
 
       
 
 
Glen Thomas Kacher
 
       
 
By:
 /s/ Glen Thomas Kacher
 
 
 
 
Light Street Mercury Master Fund, L.P.
 
       
  By: Light Street Capital Management, LLC  
       
 
By:
 /s/ Theo J. Robins
 
   
Theo J. Robins
 
   
Chief Compliance Officer
 
       
 
 
 
April 6, 2018