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 4, 2019

(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)

x

Rule 13d-1(c)

o

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.

 

**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).

 


 

SCHEDULE 13G

 

CUSIP No.

398132100

 

 

1

Names of Reporting Persons

Hammer Capital Private Investments Limited

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
0

6

Shared Voting Power
3,125,000(1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
3,125,000(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000(1)

10

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

 

11

Percent of Class Represented by Amount in Row (9)
10.5%(2)

12

Type of Reporting Person (See Instructions)
CO

 

  


(1)   Number of shares is number of Class B ordinary shares, par value US$0.001 per share (“Class B Ordinary Shares”), of Gridsum Holding Inc. (the “Issuer”).

 

(2)   This percentage is calculated based on 29,759,249 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2019 (excluding 794,358 Class B Ordinary Shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 24, 2019.

 

2


 

SCHEDULE 13G

 

CUSIP No.

398132100

 

 

1

Names of Reporting Persons

Cheung Siu Fai

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
Hong Kong

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
3,125,000(1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
3,125,000(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000(1)

10

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

 

11

Percent of Class Represented by Amount in Row (9)
10.5%(2)

12

Type of Reporting Person (See Instructions)
IN

 

 


(1)   Number of shares is number of Class B Ordinary Shares of the Issuer.

 

(2)   This percentage is calculated based on 29,759,249 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2019 (excluding 794,358 Class B Ordinary Shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 24, 2019.

 

3


 

SCHEDULE 13G

 

CUSIP No.

398132100

 

 

1

Names of Reporting Persons

Tsang Ling Kay Rodney

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
Hong Kong

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
3,125,000(1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
3,125,000(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,125,000(1)

10

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

 

11

Percent of Class Represented by Amount in Row (9)
10.5%(2)

12

Type of Reporting Person (See Instructions)
IN

 

 


(1)   Number of shares is number of Class B Ordinary Shares of the Issuer.

 

(2)   This percentage is calculated based on 29,759,249 Class B Ordinary Shares of the Issuer outstanding as of March 31, 2019 (excluding 794,358 Class B Ordinary Shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 24, 2019.

 

4


 

Item 1.

 

(a)

Name of Issuer:

Gridsum Holding Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:

South Wing, High Technology Building

No. 229 North 4th Ring Road

Haidian District, Beijing 100083

People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing:

This Schedule 13G is filed by Hammer Capital Private Investments Limited (“HCPI”), a company organized under the laws of the British Virgin Islands, Cheung Siu Fai (“Mr. Cheung”), a citizen of the Hong Kong Special Administrative Region of China (“Hong Kong”) and Tsang Ling Kay Rodney (“Mr. Tsang”, together with HCPI and Mr. Cheung, the “Reporting Persons”), a citizen of Hong Kong.

 

Each of Mr. Cheung and Mr. Tsang owns 50% of the outstanding voting shares of HCPI.

 

(b)

Address of Principal Business Office or, if none, Residence:

The principal business address of HCPI is Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands. The residential address of Mr. Cheung is Flat D, 10/F, Block 15, 8 Sceneway Road, Sceneway Garden, Lam Tin, Hong Kong. The residential address of Mr. Tsang is Flat H, 20/F, Everwell Garden, 1 Sheung Hong Street, Ho Man Tin, Kowloon, Hong Kong.

 

(c)

Citizenship:

See Item 2(a)

 

(d)

Title of Class of Securities:

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

 

(e)

CUSIP No.:

398132100

 

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;

 

(b)

o

Bank as defined in section 3(a)(6) of the Act;

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act;

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations 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;

 

(j)

o

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

 

(k)

o

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____

 

5


 

Item 4.

Ownership.

 

(a)

See Item 9 of the cover pages to this Schedule 13G for the aggregate number of Class B Ordinary Shares that are beneficially owned by each Reporting Person as of May 23, 2019.

 

(b)

See Item 11 of the cover pages to this Schedule 13G for the percentage of Class B Ordinary Shares that are beneficially owned by each Reporting Person as of May 23, 2019.

 

(c)

See Items 5 through 8 of the cover pages to this Schedule 13G for the number of Class B Ordinary Shares that are beneficially owned by each Reporting Person as of May 23, 2019 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

 

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.

 

6


 

Item 10.

Certifications.

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.

 

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: May 23, 2019

 

 

Hammer Capital Private Investments Limited

 

 

 

 

By:

/s/ Cheung Siu Fai

 

 

Cheung Siu Fai

 

 

Director

 

 

 

 

Cheung Siu Fai

 

 

 

 

/s/ Cheung Siu Fai

 

 

 

 

Tsang Ling Kay Rodney

 

 

 

 

/s/ Tsang Ling Kay Rodney

 

7


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement, dated May 23, 2019 by and among Hammer Capital Private Investments Limited, Cheung Siu Fai and Tsang Ling Kay Rodney.

 

8


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.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 23, 2019.

 

 

Hammer Capital Private Investments Limited

 

 

 

 

By:

/s/ Cheung Siu Fai

 

 

Cheung Siu Fai

 

 

Director

 

 

 

 

Cheung Siu Fai

 

 

 

 

/s/ Cheung Siu Fai

 

 

 

 

Tsang Ling Kay Rodney

 

 

 

 

/s/ Tsang Ling Kay Rodney