Jiayan Lu Amends Jianpu Tech Stake Filing
Ticker: AIJTY · Form: SC 13D/A · Filed: Aug 28, 2024 · CIK: 1713923
Sentiment: neutral
Topics: ownership-change, sec-filing, amendment
TL;DR
Jiayan Lu updated his Jianpu Tech filing. Keep an eye on this one.
AI Summary
On August 28, 2024, Jiayan Lu, through JYLu Holdings Ltd., filed an amendment (SC 13D/A) regarding Jianpu Technology Inc. The filing indicates a change in beneficial ownership, though specific share counts or dollar amounts are not detailed in this excerpt. The filing is an amendment to a previous filing, suggesting ongoing activity related to Lu's stake in the company.
Why It Matters
This filing signals a potential shift or confirmation of significant ownership by a key individual in Jianpu Technology Inc., which could influence the company's stock performance and strategic direction.
Risk Assessment
Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased stock volatility.
Key Players & Entities
- Jiayan Lu (person) — Filer and beneficial owner
- JYLu Holdings Ltd. (company) — Filing entity controlled by Jiayan Lu
- Jianpu Technology Inc. (company) — Subject company
- Haiping Li, Esq. (person) — Legal counsel for the filer
FAQ
What specific changes in beneficial ownership are detailed in this SC 13D/A filing?
This excerpt does not specify the exact changes in beneficial ownership, only that an amendment (Amendment No. 1) has been filed by Jiayan Lu and JYLu Holdings Ltd. on August 28, 2024.
What is the CUSIP number for Jianpu Technology Inc. Class A ordinary shares?
The CUSIP number for Jianpu Technology Inc. Class A ordinary shares is 47738D309.
Who is authorized to receive notices for this filing?
Haiping Li, Esq. from Skadden, Arps, Slate, Meagher & Flom LLP is authorized to receive notices and communications regarding this filing.
What is the business address of Jianpu Technology Inc.?
The business address of Jianpu Technology Inc. is 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People's Republic of China.
When was this SC 13D/A filing submitted to the SEC?
This SC 13D/A filing was submitted to the SEC on August 28, 2024.
Filing Stats: 2,331 words · 9 min read · ~8 pages · Grade level 12.3 · Accepted 2024-08-28 16:30:37
Key Financial Figures
- $0.0001 — of Issuer) Class A ordinary shares, US$0.0001 par value per share (Title of Class o
- $97 thousand — in the open market for approximately US$97 thousand with his personal funds. (the “ R
Filing Documents
- tm2422901d1_sc13da.htm (SC 13D/A) — 56KB
- 0001104659-24-094010.txt ( ) — 57KB
of the Statement
Item 1 of the Statement is hereby amended and restated as follows: This Schedule 13D relates to the Class A Ordinary Shares of Jianpu Technology Inc., a Cayman Islands company (the “ Issuer ”), whose principal executive offices are located at 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People’s Republic of China. The Ordinary Shares of the Issuer consist of Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and Class B Ordinary Shares, par value $0.0001 each. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The ADSs are quoted on the OTCQB and are currently traded under the symbol “AIJTY.” Item 2. Identity and Background Items 2(b) through (f) of the Statement are hereby amended and restated as follows: (b), (c), and (f): Jiayan Lu is a director of the Issuer. Jiayan Lu is a citizen of the People’s Republic of China. The principal business address of Jiayan Lu is c/o Jianpu Technology Inc., 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People’s Republic of China. JYLu Holdings Ltd. is principally an investment holding vehicle and is wholly owned and controlled by Jiayan Lu. The principal business address of JYLu Holdings Ltd. is c/o Jianpu Technology Inc., 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People’s Republic of China. The name, business address, present principal employment and citizenship of each director and executive officer of JYLu Holdings Ltd. are set forth in Schedule A hereto and are incorporated herein by reference. (d) and (e): During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil p
of the Statement
Item 3 of the Statement is hereby amended and restated as follows: From March 20, 2024 through August 27, 2024, Jiayan Lu purchased a total of 4,571,640 Class A Ordinary Shares in the form of ADSs of the Issuer in the open market for approximately US$97 thousand with his personal funds. (the “ Recent Open-Market Purchases ”). CUSIP No. 47738D309 13D/A Page 5 of 6 Pages Apart from the Recent Open-Market Purchases, Jiayan Lu beneficially owned (i) 1,035,720 Class A Ordinary Shares of the Issuer in the form of ADSs held by himself prior to the Recent Open-Market Purchases, (ii) 28,738,439 Class B Ordinary Shares of the Issuer held by JYLu Holding Ltd, a British Virgin Islands company wholly owned by Jiayan Lu, and (iii) the 2,360,737 Class A Ordinary Shares of the Issuer issuable to Jiayan Lu upon exercise of options and vesting of restricted shares within 60 days after the date hereof. Item4. Purpose of Transaction
of the Statement
Item 4 of the Statement is hereby amended and restated as follows: The information set forth in Item 3 is hereby incorporated by reference in its entirety. The Recent Open-Market Purchases were made for investment purposes. Except as set forth above and potential future receipt of awards that may be granted to Jiayan Lu under the Issuer’s share incentive plans, none of the Reporting Persons has any present plan or proposal which related to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to take such actions in the future as they deem appropriate, including changing the purpose described above or adopting plans or proposals with respect to one or more of the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item5. Interest in Securities of the Issuer
of the Statement
Item 5 of the Statement is hereby amended and restated as follows: (a)—(b): The responses of each Reporting Person to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A Ordinary Shares and Class B Ordinary Shares as a single class as of February 29, 2024 (taking into account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares is entitled to ten votes per share on all matters submitted to them for a vote. Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class on all matters submitted to a vote of shareholders, except as may otherwise be required by law. Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. (c): Except as set forth on Schedule B attached hereto, none of the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days. (d): Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares of the Issuer beneficially owned by any of the Reporting Persons. (e): Not applicable. CUSIP No. 47738D309 13D/A Page 6 of 6 Pages Item7. Material to be Filed as Exhibits Exhibit No. Description A* Joint Filing Agreement, dated August 6, 2018, by and between the Reporting Persons * Previously filed. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set fo