Dunde Yu Amends Tuniu Corp Ownership Filing

TL;DR

Yu updated Tuniu ownership docs, check for share changes.

AI Summary

Dunde Yu has filed an amendment (Amendment No. 2) to Schedule 13D for Tuniu Corporation, dated April 11, 2024. This filing indicates a change in beneficial ownership of Tuniu Corporation's ordinary shares. The filing does not specify the exact number of shares or the percentage of ownership, but it is an update to a previous filing.

Why It Matters

This filing signals a potential shift in control or significant stakeholder activity for Tuniu Corporation, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant beneficial ownership, which can lead to increased volatility or strategic shifts for the company.

Key Players & Entities

• Dunde Yu (person) — Filing person for Tuniu Corporation
• Tuniu Corporation (company) — Subject company of the filing
• Haiping Li, Esq. (person) — Legal counsel for Dunde Yu
• Skadden, Arps, Slate, Meagher & Flom LLP (company) — Law firm representing Dunde Yu

FAQ

Key Financial Figures

• $0.0001 — of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• tm2411288d1_sc13da.htm (SC 13D/A) — 62KB
• 0001104659-24-046003.txt ( ) — 63KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Original Schedule 13D is hereby

Item 3 of the Original Schedule 13D is hereby amended and restated as follows: On June 21, 2021, Dragon transferred 400,002 Class A Ordinary Shares to an independent third party. As a result, Dragon currently holds 3,704,135 Class A Ordinary Shares and 10,423,503 Class B Ordinary Shares. For the period since the filing of the Amendment No. 1 to April 5, 2024, 10,072,689 Class A Ordinary Shares underlying options granted to Mr. Dunde Yu have become fully vested and therefore, Mr. Dunde Yu holds beneficial ownership in an aggregate of 18,164,310 Class A Ordinary Shares underlying the options that have become fully vested as of April 5, 2024. As a result, together with the 3,704,135 Class A Ordinary Shares and 10,423,503 Class B Ordinary Shares held by Dragon, Mr. Dunde Yu beneficially owns an aggregate of 21,868,445 Class A Ordinary Shares and 10,423,503 Class B Ordinary Shares as of April 5, 2024. On April 9, 2024, 139,194 Class A Ordinary Shares underlying options granted to Mr. Dunde Yu became fully vested and therefore, Mr. Dunde Yu holds beneficial ownership in an aggregate of 18,303,504 Class A Ordinary Shares underlying the options that have become fully vested as of April 9, 2024. As a result, together with the 3,704,135 Class A Ordinary Shares and 10,423,503 Class B Ordinary Shares held by Dragon, Mr. Dunde Yu beneficially owns an aggregate of 22,007,639 Class A Ordinary Shares and 10,423,503 Class B Ordinary Shares as of April 9, 2024.

Purpose of Transaction

Item 4. Purpose of Transaction. The second paragraph of the Original Schedule 13D is hereby amended and restated as follows: As described in Item 3 above, which descriptions are incorporated by reference in this Item 4, this Amendment No. 2 is being filed in connection with the vesting of options granted to Mr. Dunde Yu. As a result of the transactions described in this Statement, the Reporting Persons acquired beneficial ownership in an aggregate of 10,211,883 Class A Ordinary Shares underlying the options that have become fully vested since the filing of the Amendment No. 1 to April 9, 2024. Taking into account the disposition of 400,002 Class A Ordinary Shares on June 21, 2021, the Reporting Persons acquired beneficial ownership in a net total of 9,811,881 Class A Ordinary Shares, which represents 2.6% of the Issuer’s outstanding Ordinary Shares.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Original Schedule 13D is hereby

Item 5 of the Original Schedule 13D is hereby amended and restated as follows: The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement are hereby incorporated by reference in this Item 5. As of April 9, 2024, Dragon beneficially owns 3,704,135 Class A Ordinary Shares and 10,423,503 Class B Ordinary Shares of the Issuer, representing 3.8% of the Issuer’s outstanding ordinary Shares; and Mr. Dunde Yu beneficially owns 32,431,142 Ordinary Shares of the Issuer, representing 8.3% of the Issuer’s outstanding Ordinary Shares. The 32,431,142 Ordinary Shares beneficially owned by Mr. Dunde Yu comprise of (i) 3,704,135 Class A Ordinary Shares and 10,423,503 Class B Ordinary Shares beneficially owned by Dragon, and (ii) 18,303,504 Class A Ordinary Shares underlying the options that have become fully vested as of April 9, 2024. Dragon is wholly owned by Longtu Holdings Limited, a British Virgin Islands company which is wholly owned by a trust, of which Mr. Dunde Yu’s family is the beneficiary. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Dunde Yu may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Dragon. 4 CUSIP No. 89977P106 Page 5 of 7 Pages The percentage of the class of securities beneficially owned by each of the Reporting Persons and the percentage of the voting power of the Ordinary Shares held by each of the Reporting Persons are based on 371,538,587 Ordinary Shares outstanding as of February 29, 2024, consisting of 354,165,087 Class A Ordinary Shares (excluding 17,792,952 Class A Ordinary Shares, represented by 5,930,984 ADSs, repurchased and reserved for the future exercise of options or the vesting of other awards under the Issuer's share incentive plans) and 17,373,500 Class B Ordinary Shares. Based on their holdings of Ordinary Shares, Mr. Dunde Yu and Dragon control 23.1% and 20.4%

View Full Filing

View this SC 13D/A filing on SEC EDGAR