SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Zai Lab Limited
(Name of
Issuer)
Ordinary Shares, par value $0.00006 per share
(Title
of Class of Securities)
98887Q104**
(CUSIP
Number)
December 31, 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:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | 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 depositary shares, each representing one Ordinary Share.
The information required on 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).
(Continued on following pages)
Page 1 of 7
Exhibit Index Contained on Page 6
| CUSIP NO. 98887Q104 | 13 G | Page 2 of 7 |
| 1 | NAME OF REPORTING PERSONS KPCB China Fund II, L.P. (“KPCB China II”)
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 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
|
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 3,155,620 shares (convertible into 3,155,620 American depositary shares), except that Associates, the general partner of KPCB China II, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,155,620 (convertible into 3,155,620 American depositary shares) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.7% |
| 12 | TYPE OF REPORTING PERSON
|
PN |
| CUSIP NO. 98887Q104 | 13 G | Page 3 of 7 |
| 1 | NAME OF REPORTING PERSONS KPCB China Associates II, L.P.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 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 3,155,620 shares (convertible into 3,155,620 American depositary shares), all of which are directly owned by Associates, the general partner of KPCB China II, may be deemed to have sole power to vote these shares.
|
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 3,155,620 shares (convertible into 3,155,620 American depositary shares), all of which are directly owned by Associates, the general partner of KPCB China II, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,155,620 (convertible into 3,155,620 American depositary shares) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.7% |
| 12 | TYPE OF REPORTING PERSON
|
CO |
| CUSIP NO. 98887Q104 | 13 G | Page 4 of 7 |
This Amendment No. 2 amends the Statement on Schedule 13G previously filed by KPCB China Fund II, L.P., a Cayman Islands exempted limited partnership, and KPCB China Associates II, L.P., a Cayman Islands exempted limited partnership. The foregoing entities are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 2.
| 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, 2019:
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. |
| (iii) | Sole power to dispose or to direct the disposition
of: See Row 7 of cover page for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| 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: x Yes
| CUSIP NO. 98887Q104 | 13 G | Page 5 of 7 |
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 12, 2020
| KPCB CHINA FUND II, L.P., a Cayman Islands exempted limited partnership | ||
| By: KPCB CHINA ASSOCIATES II, L.P., a Cayman Islands exempted limited partnership, its general partner | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| KPCB CHINA ASSOCIATES II, LP., a Cayman Islands limited company | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| CUSIP NO. 98887Q104 | 13 G | Page 6 of 7 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 7 |
| CUSIP NO. 98887Q104 | 13 G | Page 7 of 7 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.