UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LexinFintech Holdings Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share (represented by American Depositary Shares)
(Title of Class of Securities)
528877103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | 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. 528877103 | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS
OLP Capital Management Limited |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Hong Kong |
NUMBER OF BENEFICIALLY PERSON
|
5 | SOLE
VOTING POWER
|
| 6 | SHARED
VOTING POWER 0 | |
| 7 | SOLE
DISPOSITIVE POWER 26,419,590 | |
| 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
26,419,590 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.8% |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
|
IA |
| CUSIP No. 528877103 | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS
Richard Li |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Canada |
NUMBER OF BENEFICIALLY PERSON
|
5 | SOLE
VOTING POWER
|
| 6 | SHARED
VOTING POWER 26,419,590 | |
| 7 | SOLE
DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 26,419,590 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
26,419,590 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.8% |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
|
HC; IN |
| CUSIP No. 528877103 | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS
Di Fan Shen |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Canada |
NUMBER OF BENEFICIALLY PERSON
|
5 | SOLE
VOTING POWER
|
| 6 | SHARED
VOTING POWER 26,419,590 | |
| 7 | SOLE
DISPOSITIVE POWER 0 | |
| 8 | SHARED
DISPOSITIVE POWER 26,419,590 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
26,419,590 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.8% |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
|
HC; IN |
| CUSIP No. 528877103 | Page 5 of 8 Pages |
| ITEM 1(a). | NAME OF ISSUER |
LexinFintech Holdings Ltd. (the “Issuer”).
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518057
The People’s Republic of China
| ITEM 2(a). | NAME OF PERSONS FILING |
This joint statement on Schedule 13G is being filed by Richard Li, Di Fan Shen and OLP Capital Management Limited, a Hong Kong private company (“OLP” and, together with Mr. Li and Mr. Shen, the “Reporting Persons”).
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The business address of each of the Reporting Persons is Unit 2430, 24/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
| ITEM 2(c). | CITIZENSHIP |
OLP is a private company organized under the laws of Hong Kong, and each of Mr. Li and Mr. Shen is a citizen of Canada.
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES |
Class A ordinary shares, par value $0.0001 per share, of the Issuer (“Ordinary Shares”), represented by American depositary shares of the Issuer (“ADSs”).
| ITEM 2(e). | CUSIP NUMBER |
CUSIP number 528877103 has been assigned to the ADSs, which are quoted on The NASDAQ Global Market under the symbol “LX.” Each ADS represents two Ordinary Shares. No CUSIP number has been assigned to the Ordinary Shares.
| 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: |
With respect to OLP:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | x | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| CUSIP No. 528877103 | Page 6 of 8 Pages |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | 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) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
With respect to each of Mr. Li and Mr. Shen:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | x | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | 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) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| ITEM 4. | OWNERSHIP |
| (a) | Amount beneficially owned by each Reporting Person: 26,419,590 Ordinary Shares. |
| (b) | Percent of class beneficially owned by each Reporting Person: 9.8%. |
| (c) | Number of shares as to which OLP has (i) the sole power to vote or direct the vote of: 26,419,590; (ii) the shared power to vote or to direct the vote of: 0; (iii) the sole power to dispose or to direct the disposal of: 26,419,590; and (iv) the shared power to dispose or to direct the disposal of: 0. |
| CUSIP No. 528877103 | Page 7 of 8 Pages |
Number of shares as to which each of Mr. Li and Mr. Shen has (i) the sole power to vote or direct the vote of: 0; (ii) the shared power to vote or to direct the vote of: 26,419,590; (iii) the sole power to dispose or to direct the disposal of: 0; and (iv) the shared power to dispose or to direct the disposal of: 26,419,590.
The percentages of beneficial ownership reported herein, and on each Reporting Person’s cover page to this Schedule 13G, are based on a total of 269,119,024 Ordinary Shares issued and outstanding as of March 31, 2021, as reported in the most recent annual report of the Issuer on Form 20-F for its fiscal year ended December 31, 2020.
| 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 |
Certain funds and accounts managed by OLP have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares, including Cassini Partners, L.P., which has an interest relating to more than 5% of the outstanding Ordinary Shares.
| 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 |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
| CUSIP No. 528877103 | Page 8 of 8 Pages |
SIGNATURES
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 14, 2022 | |
| OLP Capital Management Limited | ||
| By: | /s/ Richard Li | |
| Richard Li | ||
| Director | ||
| Richard Li | |
| /s/ Richard Li | |
| Richard Li | |
| Di Fan Shen | |
| /s/ Di Fan Shen | |
| Di Fan Shen |